Miscellaneous COI & CAF Template

MISCELLANEOUS COI & CAF TEMPLATE

RECITALS

WHEREAS, Client Name: and Service Provider Name: (collectively the "Parties") desire to set forth the terms under which Service Provider will perform services and provide evidence of insurance and contract authorization as described below.

WHEREAS, Effective Date: , Service Provider has been engaged to perform services related to Project Description: .

WHEREAS, Client requires a Certificate of Insurance (COI) and Contract Authorization Form (CAF) demonstrating compliance with the insurance, indemnity and authorization requirements set forth in this Agreement.

SCOPE OF WORK

CERTIFICATE OF INSURANCE (COI) REQUIREMENTS

Service Provider shall maintain insurance in full force and effect for the duration of the Term with insurers licensed to do business in the applicable jurisdiction. Prior to commencement of work, Service Provider shall provide a Certificate of Insurance and, where requested, copies of relevant endorsements showing the coverages and limits required below.

Required coverages and minimum limits:

(Minimum occurrence and aggregate limits to be specified above.)

Additional insured endorsement required: Waiver of subrogation required:

CONTRACT AUTHORIZATION FORM (CAF)

Authorization given: Date of authorization:

PAYMENT TERMS

Consideration and schedule:

Late payment: interest shall accrue on any undisputed amount not paid when due at the lesser of 1.5% per month or the maximum rate permitted by applicable law. Late fee (flat):

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this section.

Either Party may terminate for convenience upon written notice delivered not less than Notice Period (days): prior to the effective date of termination. Either Party may terminate for material breach if the breaching Party fails to cure within thirty (30) days after receipt of written notice specifying the breach.

CONFIDENTIALITY

Each Party shall hold in confidence and not disclose to any third party any Confidential Information received from the other Party except as required to perform under this Agreement or as required by law. Confidential Information means non-public information designated as confidential or that reasonably should be understood to be confidential given its nature. The obligations in this paragraph shall continue for Confidentiality Period (years): years following termination or expiration.

GOVERNING LAW

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. Exclusive venue for disputes shall be in the courts located within that jurisdiction unless the Parties agree otherwise in writing.

ENTIRE AGREEMENT

This Agreement, including any attachments, exhibits, COI, and CAF forms referenced herein, constitutes the entire agreement between the Parties with respect to the subject matter and supersedes all prior and contemporaneous proposals, negotiations, and agreements, whether written or oral. No amendment shall be effective unless in writing and signed by authorized representatives of both Parties.

INDEMNIFICATION AND WARRANTY (SUMMARY)

Service Provider shall indemnify, defend and hold harmless Client from and against all third-party claims arising out of Service Provider's negligence or willful misconduct in performing the services. Service Provider warrants that services will be performed in a competent and workmanlike manner consistent with industry standards for a period of Warranty Period (months): following completion.

MISCELLANEOUS PROVISIONS

Notices under this Agreement shall be delivered to the addresses below. Notices are effective upon receipt when delivered personally or by nationally recognized overnight delivery service.

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