Miscellaneous SF33 Form

MISCELLANEOUS SF33 FORM

Form Identification

Parties

Client Name:

Client Address:

Contractor Name:

Contractor Address:

Recitals

WHEREAS, Client desires to procure certain services and deliverables as described in this Miscellaneous SF33 Form and related attachments, and Contractor represents that it has the experience, personnel, and resources necessary to perform the described services in accordance with the terms and conditions herein;

WHEREAS, the parties intend to document their agreement for the performance of work, the payment therefor, and the allocation of rights and obligations under the contract as set forth in this instrument;

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, and other good and valuable consideration, the parties agree as follows.

Scope of Work

Contractor shall perform the services described above in a professional and workmanlike manner, in accordance with industry standards and any specifications expressly set forth in this form or in attachments incorporated by reference. Deliverables shall be provided to Client in the format and on the schedule set forth in the Payment Terms and schedule below.

Payment Terms

Invoices shall reference the applicable milestone or deliverable and shall be submitted to Client at the address specified. Client shall pay properly submitted invoices in accordance with the invoice and payment period set forth above. In the event of late payment, Client will be liable for the late payment fee stated above, together with reasonable costs of collection, including attorneys' fees if authorized by law.

Term and Termination

This Agreement shall commence on the Start Date and continue until the End Date, unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon written notice to the other party given no less than the notice period specified above. Either party may terminate for material breach if the breaching party fails to cure the breach within thirty (30) days after receipt of written notice specifying the breach and demanding cure; provided, that for breaches that cannot reasonably be cured within thirty (30) days, the non‑breaching party shall not unreasonably withhold consent to an extended cure period.

Confidentiality

The parties acknowledge that in performance of this Agreement they may have access to Confidential Information of the other party. Except as required by law, neither party shall disclose Confidential Information of the other party to any third party nor use such Confidential Information for any purpose other than performance under this Agreement. Confidential Information does not include information that is or becomes publicly available through no breach of this Agreement, is independently developed without use of the other party's Confidential Information, or is rightfully obtained from a third party without restriction. Each party shall use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

Representations and Compliance

Each party represents and warrants that it has full power and authority to enter into and perform this Agreement and that performance will comply with all applicable laws, regulations, and lawful orders. Contractor further represents that all services will be performed in compliance with applicable labor, tax, and safety laws.

Liability; Indemnification

Except as otherwise provided by applicable law, each party shall be responsible for its own negligent acts and omissions. Contractor shall defend, indemnify and hold Client harmless from and against any third-party claims, losses, liabilities, and expenses arising out of Contractor's performance of the services, except to the extent caused by Client's negligence or willful misconduct.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state specified below, without regard to its conflict of law principles.

Entire Agreement

This Agreement, together with any exhibits, attachments, and documents incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, proposals, representations, and agreements, whether written or oral. No modification, amendment, or waiver shall be effective unless in writing and signed by authorized representatives of both parties.

Notices

All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or delivered by reputable overnight courier, to the addresses set forth in the Parties section above or to such other address as a party designates by notice in accordance with this Section.

Signatures

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