Miscellaneous SF424 Form

MISCELLANEOUS SF424 FORM

Recitals

WHEREAS, Client Name: (the "Applicant") seeks to secure federal or other funding and requires a standardized application and agreement record; and

WHEREAS, Contractor Name: (the "Contractor") has represented that it possesses the capability and experience to perform the work described herein; and

WHEREAS, the parties desire to set forth the terms, scope, and certifications required for the proposed project and any associated funding request.

Applicant / Organization Information

Project Identification

Project Title:

Federal Identifier (if applicable):

Period of Performance Start:     End:

Scope of Work

Describe the work to be performed, deliverables, milestone schedule, and measurable outcomes. Include sufficient detail to permit evaluation of the request.

Payment Terms

Total Funding Requested (Federal Share): $

Payment Due Days After Invoice:     Late Payment Penalty (annual rate):

Invoices shall reference the project title and be submitted in a form acceptable to the Applicant. Payment obligations are subject to appropriation and availability of funds where applicable. Approval of invoices is a precondition to payment.

Term and Termination

Agreement Term Start:

Agreement Term End:

Either party may terminate this agreement for convenience upon written notice delivered to the other party not less than days prior to the effective date of termination. Termination shall not relieve the Applicant of payment for services properly performed prior to the effective date of termination.

Confidentiality

The parties acknowledge that, in the performance of this agreement, each party may have access to Confidential Information of the other. "Confidential Information" means non-public business, technical, financial, or other information designated in writing as confidential or which should reasonably be understood to be confidential given its nature and the circumstances of disclosure.

Each party shall: (a) use Confidential Information solely for the purposes of performing obligations under this agreement; (b) restrict disclosure to employees, agents, or subcontractors with a need to know and bound to confidentiality obligations at least as protective as those herein; and (c) protect Confidential Information with the same degree of care as it uses to protect its own confidential material but no less than reasonable care. Confidential Information does not include information that is or becomes public other than by breach of this agreement, is rightfully obtained from a third party without restriction, or is independently developed without use of the other party's Confidential Information.

The undersigned acknowledges and agrees to the confidentiality obligations set forth above.

Representations, Certifications, and Assurances

The Applicant certifies that the information contained in this form is true, complete, and accurate to the best of its knowledge and belief; that the Applicant is authorized to submit this form and enter into this agreement; and that the Applicant will comply with all applicable statutes, regulations, and executive orders pertinent to the performance of the project and receipt of funds.

Governing Law and Entire Agreement

Governing Law: This agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict-of-law principles.

Entire Agreement: This form, together with any attachments and incorporated documents expressly referenced herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, understandings, and representations, whether oral or written. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

Special Conditions and Certifications

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