Miscellaneous RPQ Document

MISCELLANEOUS RPQ DOCUMENT

Parties and Effective Date

Client Name:

Service Provider Name:

Effective Date:

Recitals

WHEREAS, Client seeks certain goods and/or services described in requests for pricing and quotation documents and desires to engage Service Provider to perform such services under the terms and conditions set forth in this Agreement;

WHEREAS, Service Provider represents that it has the experience, personnel, facilities and capacity to perform the requested scope of work in a professional manner and will perform in accordance with accepted industry standards;

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows.

Scope of Work

Deliverables and acceptance criteria shall be as follows:

Payment Terms

Total Agreed Fee: $

Invoices shall be submitted by Service Provider and paid by Client within days of receipt unless otherwise agreed in writing.

Late Payment Fee: on overdue balances, compounded monthly to the extent permitted by law.

Term and Termination

Term Commencement Date: and Term Expiration Date: unless earlier terminated as provided below.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party.

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

Confidentiality

Each party agrees to hold in confidence and not disclose any Confidential Information (information that is designated confidential or that reasonably should be understood to be confidential) disclosed by the other party, and to use such Confidential Information solely to perform its obligations under this Agreement.

Confidentiality Term: The confidentiality obligations shall continue for years following termination or expiration of this Agreement, except that trade secrets shall be protected for as long as they remain trade secrets.

Representations; Indemnification; Limitation of Liability

Each party represents that it has the right and authority to enter into this Agreement. Service Provider represents that services will be performed in a professional and workmanlike manner consistent with applicable industry standards.

Indemnification: Service Provider shall indemnify and hold harmless Client from claims arising out of Service Provider's gross negligence or willful misconduct. Client shall indemnify Service Provider for claims arising from Client's misuse of deliverables or breach of payment obligations.

Limitation of Liability: Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality, neither party's aggregate liability under this Agreement shall exceed the total fees paid by Client to Service Provider under this Agreement during the twelve (12) months preceding the claim.

Notices

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws rules.

Any dispute arising out of or relating to this Agreement shall be resolved first by good faith negotiation between senior representatives of the parties. If unresolved within thirty (30) days, the parties may pursue any remedy available at law or in equity.

Entire Agreement; Amendments

This Agreement, together with any incorporated exhibits or pricing documents expressly referenced herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written.

No amendment or modification of this Agreement shall be binding unless in writing and signed by authorized representatives of both parties.

Additional Provisions

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