General GSA Agreement

GENERAL GSA AGREEMENT

THIS GENERAL GSA AGREEMENT ("Agreement") is made as of between Government Agency Name: with principal office at , and Contractor Name: with principal office at .

RECITALS

WHEREAS, the Government Agency requires acquisition of certain goods and services described herein and desires to engage Contractor to provide such goods and services under the terms and conditions of this Agreement; and

WHEREAS, Contractor represents that it possesses the personnel, experience, resources and qualifications necessary to perform the required services and to deliver goods in accordance with the terms of this Agreement; and

WHEREAS, the parties desire to set forth the terms and conditions governing the performance, payment and administration of the procurement relationship.

NOW, THEREFORE, in consideration of the mutual covenants set forth below, the parties agree as follows:

1. DEFINITIONS

1.1 "Deliverables" means the goods, reports, software, documentation and services to be provided by Contractor as described in Exhibit A attached hereto and incorporated by reference. Exhibit A shall state scope, schedule and acceptance criteria.

1.2 "Contract Price" means the compensation set forth in Section 4 and any purchase orders issued pursuant to this Agreement.

2. SCOPE OF WORK; PERFORMANCE

Contractor shall perform and deliver the Deliverables in accordance with the specifications, schedule, performance standards and acceptance criteria set forth in the Statement of Work in Exhibit A. Contractor shall perform in a professional and workmanlike manner and shall provide personnel who are suitably trained and experienced.

3. TERM; TERMINATION

3.1 Term. The term of this Agreement shall commence on the Effective Date and continue for months unless earlier terminated in accordance with this Section.

3.2 Termination for Convenience. Either party may terminate this Agreement for convenience upon providing days' prior written notice to the other party. In the event of termination for convenience, Contractor shall be entitled to payment for Deliverables accepted and reasonable costs incurred to wind down performance, but shall use commercially reasonable efforts to mitigate such costs.

3.3 Termination for Cause. Either party may terminate this Agreement upon written notice if the other party materially breaches this Agreement and fails to cure such breach within days after receipt of written notice specifying the breach.

4. COMPENSATION; INVOICING

4.1 Contract Price. The Government shall pay Contractor the Contract Price as set forth in Exhibit B. Payments shall be made subject to acceptance of Deliverables and receipt of proper invoices in accordance with this Section.

4.2 Invoicing. Contractor shall submit invoices to the address specified in the Notices section. Invoices shall include a description of services rendered, Deliverables delivered, dates of performance, applicable purchase order numbers and any supporting documentation required by the Government. Payments are due within days of receipt of an undisputed invoice.

5. COMPLIANCE WITH LAWS; SECURITY

Contractor shall comply with all applicable federal, state and local laws, regulations and executive orders applicable to the performance of this Agreement, including those related to labor, equal employment opportunity, export controls, and information security. Contractor shall implement and maintain appropriate administrative, technical and physical safeguards to protect Government data.

6. CONFIDENTIALITY

Each party shall maintain as confidential all information designated by the disclosing party as confidential or which by its nature should reasonably be considered confidential. Contractor shall not disclose or use Government Confidential Information except as necessary to perform under this Agreement. Confidential information does not include information which is or becomes publicly available other than by breach of this Agreement.

7. INTELLECTUAL PROPERTY; DATA RIGHTS

7.1 Pre-Existing Materials. Each party retains ownership of its pre-existing intellectual property. Contractor grants the Government a non-exclusive, royalty-free license to use Contractor's pre-existing materials to the extent incorporated into Deliverables.

7.2 Work Product. Unless otherwise agreed in writing in Exhibit C, all work product, reports and deliverables first created specifically for the Government under this Agreement shall be deemed "Works Made for Hire" and shall vest in the Government upon payment. To the extent any such work product does not vest by operation of law, Contractor hereby irrevocably assigns all right, title and interest to the Government.

8. REPRESENTATIONS AND WARRANTIES

Contractor represents and warrants that: (a) it has full power and authority to enter into this Agreement; (b) Deliverables will conform to the specifications and be free from material defects; (c) Contractor will perform services in a professional and workmanlike manner; and (d) Contractor has the right to grant the rights and licenses granted herein.

9. INDEMNIFICATION; LIMITATION OF LIABILITY

9.1 Indemnification. Contractor shall indemnify, defend and hold harmless the Government Agency, its officers, agents and employees from and against all third-party claims, liabilities, losses, costs and expenses (including reasonable attorneys' fees) arising out of Contractor's breach of this Agreement, negligence, willful misconduct or infringement of third-party intellectual property rights.

9.2 Limitation of Liability. Except for liability arising from willful misconduct, gross negligence, breach of confidentiality or indemnification obligations, neither party shall be liable to the other for incidental, consequential, indirect or punitive damages. The aggregate liability of either party for any claim arising out of this Agreement shall not exceed the total fees paid by the Government to Contractor under this Agreement during the twelve (12) month period preceding the claim.

10. INSURANCE

Contractor shall maintain, at its expense, insurance coverages customary for the industry and sufficient to cover its obligations under this Agreement, including commercial general liability, professional liability/errors and omissions and workers' compensation as required by applicable law. Upon request, Contractor shall provide certificates of insurance to the Government.

11. AUDIT; RECORDS

Contractor shall maintain complete and accurate records relating to performance and costs under this Agreement for a period of not less than three (3) years after final payment or longer if required by law. The Government or its authorized representative shall have the right to audit such records upon reasonable notice during normal business hours.

12. NOTICES

13. AMENDMENT; WAIVER

No modification, amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties. The failure of either party to enforce any right shall not constitute a waiver of that right or any other right under this Agreement.

14. ASSIGNMENT; SUBCONTRACTING

Contractor shall not assign or delegate its rights or obligations under this Agreement without the prior written consent of the Government, which consent shall not be unreasonably withheld. Contractor may engage subcontractors provided Contractor remains responsible for the performance of subcontracted services and compliance with this Agreement.

15. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to choice of law principles. Venue for any action arising out of this Agreement shall be in the state or federal courts located within that State.

16. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, together with all exhibits and purchase orders issued hereunder, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

17. COUNTERPARTS

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

EXHIBITS

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