Legal MPA Application Form

Legal MPA Application Form

This Legal MPA Application Form (the "Application") is submitted by Applicant Name: with principal business address: and taxpayer or identifying number: to Company Name: at Company Address: . Application Date:

RECITALS

WHEREAS, Applicant seeks to obtain approval to transact under the Master Purchasing Agreement, Master Professional Agreement, or similar master agreement (collectively, the "MPA") offered by Company and to be bound by the standard terms and conditions established by Company upon acceptance; and

WHEREAS, Company requires completion of this Application and submission of supporting documentation in order to evaluate Applicant's qualifications, financial responsibility, insurance coverage, and compliance with applicable legal and regulatory requirements; and

WHEREAS, Applicant has provided the representations, disclosures, and requested attachments set forth in this Application and seeks provisional consideration by Company for entry into an MPA.

NOW, THEREFORE, Applicant submits this Application and certifies the matters set forth herein for the purpose of obtaining Company's review and potential execution of an MPA.

1. DEFINITIONS

For purposes of this Application, the following definitions apply: "Application" means this form and all attachments submitted by Applicant; "MPA" means any master agreement, purchase agreement, statement of work, schedule or other contracting instrument issued or executed by Company that defines the commercial terms and legal obligations between Company and Applicant; "Effective Date" means the date on which Company and Applicant execute the MPA.

2. SCOPE OF REQUEST

Applicant requests authority to perform or supply the following goods or services under an MPA (describe scope and key deliverables):

3. REPRESENTATIONS AND WARRANTIES OF APPLICANT

Applicant represents and warrants that: (a) Applicant is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization; (b) Applicant has the full power, authority and legal right to execute and deliver this Application and to perform its obligations in connection with any resulting MPA; (c) the information, statements and attachments provided in this Application are true, accurate and complete in all material respects as of the date of signature; and (d) there are no pending or, to Applicant's knowledge, threatened actions, claims or proceedings that would materially impair Applicant's ability to perform under an MPA.

Applicant further warrants that it will promptly notify Company in writing of any material change to the information supplied in this Application prior to execution of an MPA.

By checking this box, Applicant certifies under penalty of perjury that the representations and warranties in this Application are true and correct and that Applicant understands that submission does not create any contractual obligation until an MPA is executed by authorized representatives of both parties.

4. DUE DILIGENCE AND ATTACHMENTS

Applicant shall provide the following documentation with this Application. Check all that are attached:

Certificate or articles of organization/incorporation
Proof of insurance or certificate of insurance evidencing coverages required by Company
Most recent financial statements or bank reference
Trade references and prior contract references
Other attachments (describe below)

5. PAYMENT TERMS AND FEES

Submission of this Application does not bind Company to any payment obligations. Any fees, pricing, payment terms or credit extended to Applicant shall be governed solely by the terms of an executed MPA. Applicant's preferred commercial terms (for Company's consideration) are set forth below.

Net 30    Net 45    Net 60    Other:

6. CONFIDENTIALITY

All non-public information disclosed by either party in connection with this Application shall be treated as confidential and used solely for the evaluation of this Application and negotiation of an MPA. Neither party shall disclose confidential information to third parties except as required by law or with the other party's prior written consent. Confidentiality obligations shall not survive execution of an MPA unless otherwise agreed in writing.

7. APPROVAL PROCESS

Company will review this Application and may request additional documentation, references or clarifying information. Company retains sole discretion to approve or reject Applicant for entry into an MPA. Approval is effective only upon execution of an MPA signed by authorized representatives of both parties. Applicant acknowledges that Company may impose conditions precedent to the effectiveness of any MPA.

8. NOTICES

9. ADDITIONAL TERMS

Governing Law: This Application and any dispute arising from or relating to this Application shall be governed by the substantive law of the jurisdiction selected by Company in the executed MPA. Entire Agreement: This Application, together with any attachments incorporated by reference, constitutes the entire understanding between the parties with respect to the matters described herein and supersedes all prior negotiations and communications related to such matters. Severability: If any provision of this Application is held invalid or unenforceable in whole or in part, the remaining provisions shall remain in full force and effect and the parties shall negotiate in good faith a replacement provision to effect the original intent. Amendments and Waiver: No amendment or waiver of this Application shall be effective unless in writing and signed by authorized representatives of both parties.

10. ACKNOWLEDGEMENT

By signing below, Applicant certifies that the information provided in this Application is true and complete, that Applicant understands that submission does not create any binding contractual obligation until an authorized representative of Company executes an MPA, and that Applicant consents to Company's reasonable verification and due diligence procedures.

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