Miscellaneous SORM Packet

MISCELLANEOUS SORM PACKET

This Miscellaneous SORM Packet (the Agreement) is made and entered into as of Effective Date: by and between Client Name: and Contractor/Vendor Name: .

Recitals

WHEREAS, Client requires certain services, deliverables and compliance documentation related to the subject matter described as Project: ;

WHEREAS, Vendor represents that it possesses the experience, personnel, insurance and resources necessary to perform the services under this Packet in accordance with applicable standards, laws and risk management requirements;

WHEREAS, the parties desire to set forth the scope, payment, confidentiality and termination provisions governing the delivery of services and associated documentation in this Packet.

Scope of Work

Payment Terms

Total Contract Amount: $

Invoices shall be submitted to Billing Contact: within days of milestone completion.

Late Payment: Past due amounts shall bear interest at the lesser of 1.5% per month or the highest rate permitted by law, and Client shall be responsible for reasonable collection costs.

Term and Termination

Term Commencement Date: Term Expiration Date (if any):

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the proposed termination date. Termination for cause may occur upon material breach where the breaching party fails to cure within fifteen (15) days of written notice, or immediately for breaches involving confidentiality or material noncompliance with insurance or law.

Confidentiality

The parties acknowledge that certain information exchanged under this Packet may be Confidential Information. Confidential Information means non-public information disclosed by one party to the other that is designated confidential or that reasonably should be understood as confidential given its nature and the circumstances of disclosure. Confidential Information does not include information that is or becomes publicly known through no breach by the receiving party; or is independently developed without use of the disclosing party's Confidential Information.

Receiving party shall: (a) use Confidential Information only as necessary to perform obligations hereunder; (b) restrict disclosure to employees, agents or subcontractors with a need to know and under confidentiality obligations at least as protective as this Agreement; and (c) return or destroy Confidential Information upon request. Remedies for breach include injunctive relief and recovery of direct damages attributable to the breach.

Acknowledgement of Confidentiality Obligations: I acknowledge and accept the confidentiality obligations set forth above.

Insurance, Indemnification and Risk

Vendor shall maintain and provide upon request certificates of insurance evidencing commercial general liability, professional liability (where applicable), and workers' compensation coverage in amounts customary for the industry and sufficient to satisfy Client's reasonable risk management requirements. Vendor further agrees to indemnify and hold harmless Client from claims, liabilities or costs arising from Vendor's negligence, willful misconduct or breach of this Agreement, subject to applicable law and any contractual caps expressly set forth in this Packet.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of law principles. Exclusive venue for disputes shall be the state or federal courts located within that state unless the parties otherwise agree in writing.

Entire Agreement

This Packet, together with any attachments, exhibits and written amendments executed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous discussions, proposals, representations and agreements, whether oral or written. No modification to this Agreement shall be effective unless made in writing and signed by authorized representatives of both parties.

Administrative Information

Attachments Checklist

Scope Annex / Statement of Work

Certificate of Insurance (COI)

Tax/Identification Form (as required)

Other attachments (specify):

Certifications

By executing below, each signatory certifies that (a) the information provided in this Packet is true and accurate to the best of their knowledge; (b) they are authorized to bind the party on whose behalf they sign; and (c) the party will comply with all applicable laws, regulations and insurance obligations related to the performance of the services described herein.

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