Indefinite Delivery Indefinite Quantity Contract

INDEFINITE DELIVERY INDEFINITE QUANTITY CONTRACT

Contract Number:    Effective Date:

PARTIES

This Indefinite Delivery Indefinite Quantity Contract (the Contract) is entered into by and between:

RECITALS

WHEREAS, the Ordering Party requires unspecified quantities of goods and/or services to be procured on an as-ordered basis over a stated ordering period; and

WHEREAS, the Contractor represents that it has the capability, experience, and resources to provide such goods and/or services under task and delivery orders issued hereunder; and

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

SCOPE OF WORK

The Contractor shall furnish all labor, materials, equipment, supervision, and services necessary to perform the tasks and deliverables described in individual task orders issued under this Contract. Task orders will specify scope, deliverables, period of performance, and acceptance criteria.

ORDERING AND DELIVERY

Orders will be placed by issuance of written or electronic task or delivery orders referencing this Contract. The Contractor shall acknowledge each order in writing within the time specified in the order and begin performance in accordance with the order's schedule.

PAYMENT TERMS

The Ordering Party shall pay the Contractor for accepted performance in accordance with task orders and the terms set forth below. All payments shall be made in U.S. dollars unless otherwise expressly agreed in writing.

TERM AND TERMINATION

This Contract shall commence on the Effective Date and continue for the ordering period specified above unless earlier terminated as provided herein. Either party may terminate this Contract for convenience upon written notice to the other party as provided below.

CONFIDENTIALITY

Each party agrees that all information designated as confidential and any other non-public information disclosed in connection with this Contract shall be maintained in confidence and used only for performance under this Contract. The receiving party shall protect such information using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. Confidential information shall not include information that: (a) is or becomes publicly known through no breach by the receiving party; (b) is rightfully received from a third party without restriction; or (c) is independently developed by the receiving party without use of the disclosing party's confidential information.

CHANGES, MODIFICATIONS AND ORDERS

All changes to the scope, price, or schedule of a task order must be made in writing and signed by an authorized representative of both parties. The Ordering Party may issue unilateral changes as permitted by applicable law; contractor shall promptly notify the Ordering Party of any equitable adjustment sought as a result of such changes.

COMPLIANCE WITH LAWS; INSURANCE

The Contractor shall comply with all applicable federal, state, and local laws, rules and regulations in performing this Contract. The Contractor shall maintain insurance customary for the services performed, and upon request shall provide certificates of insurance evidencing coverage.

DISPUTE RESOLUTION

The parties shall attempt in good faith to resolve disputes arising under this Contract promptly by negotiation between senior representatives. If unresolved, disputes shall be resolved by litigation in the courts designated in the Governing Law clause below or by other mutually agreed dispute resolution procedures set forth in a task order.

GOVERNING LAW

This Contract shall be governed by and construed in accordance with the laws of the state of , without regard to its conflict of law rules.

ENTIRE AGREEMENT

This Contract, together with any task or delivery orders, attachments, and exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. No amendment or modification shall be binding unless in writing and signed by authorized representatives of both parties.

REPRESENTATIONS

Each party represents and warrants that it has the full right, power and authority to enter into and perform this Contract and that the person signing below is duly authorized to bind such party.

ADMINISTRATIVE INFORMATION

MISCELLANEOUS PROVISIONS

If any provision of this Contract is held to be invalid or unenforceable, the remainder of the Contract shall remain in full force and effect. Headings are for convenience only and shall not affect interpretation.

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