General GSA Document

GENERAL GSA DOCUMENT

This General Goods and Services Agreement (the "Agreement") is made and entered into as of Effective Date: by and between Contractor Name: whose principal place of business is ("Contractor"), and Client Name: whose principal place of business is ("Client"). Contract Number:

RECITALS

WHEREAS, Contractor is engaged in the business of providing goods and/or services described herein and possesses the skill, personnel and resources necessary to perform such obligations; and

WHEREAS, Client desires to retain Contractor to perform the services and supply goods under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire to set out in writing their respective rights and obligations with respect to the delivery, performance, inspection and payment for such goods and services.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, the following terms have the meanings set forth below. "Services" means the services, deliverables and goods to be provided by Contractor as further described in the Statement of Work. "Statement of Work" means the scope, schedule and deliverables attached to or incorporated in this Agreement. "Work Product" means all tangible or intangible results, including reports, data, software, documentation and other materials produced by Contractor in connection with the Services.

2. SCOPE OF SERVICES

Contractor shall perform the Services described in the Statement of Work attached to this Agreement or provided in writing and agreed by the parties. Contractor shall perform the Services in a professional and workmanlike manner in accordance with industry standards and in compliance with all applicable laws, rules and regulations.

3. TERM

The initial term of this Agreement shall commence on the Effective Date and continue for a period of unless earlier terminated in accordance with Section 11. The Agreement may be extended only by a written amendment signed by both parties.

4. COMPENSATION AND PAYMENT

Client shall pay Contractor fees in accordance with the pricing schedule set forth in the Statement of Work. Unless otherwise agreed in writing, all fees are due within days of receipt of an undisputed invoice. All amounts are payable in United States dollars. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

5. TAXES

Unless otherwise stated, the fees do not include taxes, duties or similar charges. Client shall be responsible for all applicable sales, use, value-added or other taxes arising from this Agreement, excluding taxes based on Contractor's net income.

6. INSPECTION; ACCEPTANCE

All goods and deliverables shall be subject to Client's inspection and acceptance. If deliverables fail to conform to the agreed specifications, Client may reject such deliverables and Contractor shall, at Contractor's expense, promptly correct or replace the nonconforming deliverable.

7. CONFIDENTIALITY

Each party agrees that all non-public information disclosed by the other party that is designated as confidential or that reasonably should be understood to be confidential shall be held in confidence and used only for the performance of this Agreement. The receiving party shall protect such information using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care. Confidentiality obligations shall survive termination for a period of three (3) years, except that obligations with respect to trade secrets shall survive for as long as the information qualifies as a trade secret under applicable law.

8. INTELLECTUAL PROPERTY

Unless expressly provided otherwise in the Statement of Work, Contractor hereby assigns to Client all right, title and interest in and to Work Product, and Contractor shall execute all documents necessary to evidence or effectuate such assignment. Contractor retains ownership of its pre-existing tools, methodologies and general know-how, provided that Contractor grants Client a non-exclusive, royalty-free license to any such pre-existing materials incorporated into the Work Product to the extent necessary for Client's use of the Work Product.

9. REPRESENTATIONS AND WARRANTIES

Contractor represents and warrants that (a) it has the full right, power and authority to enter into this Agreement and perform its obligations; (b) Services will be performed in a professional manner consistent with industry standards; and (c) the deliverables will not infringe the intellectual property rights of any third party. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, CONTRACTOR MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

10. INDEMNIFICATION

Contractor shall indemnify, defend and hold harmless Client and its officers, directors and employees from and against any third-party claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of Contractor's negligent acts, willful misconduct or breach of its representations or obligations under this Agreement. Client shall provide prompt written notice of any claim subject to indemnity and permit Contractor to assume control of the defense and settlement thereof, provided that Contractor may not settle any claim that imposes liability or obligations on Client without Client's prior written consent.

11. INSURANCE

During the term of this Agreement Contractor shall maintain insurance customary for the Services performed, including commercial general liability and, where applicable, professional liability/errors and omissions coverage. Contractor shall, upon request, provide certificates evidencing such coverage and shall name Client as an additional insured where reasonably requested and permitted by such policies.

12. TERMINATION

Either party may terminate this Agreement for material breach by the other party if such breach is not cured within thirty (30) days after receipt of written notice specifying the nature of the breach. Client may terminate for convenience upon providing thirty (30) days' written notice to Contractor; in such event Contractor shall be paid for Services performed through the effective date of termination and for reasonable wind-down costs.

13. NOTICES

All notices, requests or other communications required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below by certified mail, overnight courier, or personal delivery, or by confirmed electronic transmission. Notice is effective upon receipt.

14. AMENDMENTS; WAIVER

No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties. No failure or delay by either party to exercise any right shall operate as a waiver of that right.

15. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. Each party consents to the exclusive jurisdiction and venue of the state and federal courts located in that State for any dispute arising out of this Agreement.

16. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, together with any Statement of Work and attachments, 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 to be 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 instrument. Signatures provided by electronic means or as facsimile copies shall be binding.

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