New Vendor Agreement

NEW VENDOR AGREEMENT

This New Vendor Agreement ("Agreement") is entered into by and between Company Name: with principal place of business at Address: and Vendor Name: with principal place of business at Vendor Address: .

RECITALS

WHEREAS, Company desires to engage Vendor to perform certain services and Vendor represents it has the experience, personnel, licenses and qualifications necessary to perform such services on the terms set forth below.

DEFINITIONS

For purposes of this Agreement, "Services" means the services described in Section 2; "Deliverables" means all work product delivered to Company pursuant to the Services; and "Confidential Information" means non-public business information disclosed by either party to the other in any form.

1. SCOPE OF SERVICES

2. TERM AND TERMINATION

Term Commencement Date: . Initial Term (months): . Either party may terminate for convenience upon days' written notice. Termination for cause is effective immediately where the defaulting party fails to cure a material breach within days after written notice.

3. COMPENSATION AND INVOICING

Compensation: Company will pay Vendor as follows: Fee Structure or Rate: .

Invoicing: Vendor shall submit invoices in a form reasonably acceptable to Company and include purchase order or contract reference where applicable. Payment terms are Net days from receipt of a proper invoice. Disputed amounts may be withheld pending resolution.

4. TAXES AND WITHHOLDING

Vendor is an independent contractor and is solely responsible for all federal, state and local taxes, contributions and withholdings related to payments under this Agreement. Company shall not withhold taxes except as required by law.

5. CONFIDENTIALITY

Vendor shall hold Confidential Information in strict confidence, use it solely to perform Services, and not disclose it except to employees, contractors and affiliates with a need to know who are bound by confidentiality obligations at least as protective as those herein. Confidential obligations survive termination for five (5) years, or longer if required to protect trade secrets.

6. DATA PROTECTION

Vendor shall implement and maintain administrative, physical and technical safeguards appropriate to the sensitivity of data processed, shall process personal data only on Company's documented instructions, and shall promptly notify Company of any security incident affecting Company data.

7. INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Vendor assigns to Company all right, title and interest in Deliverables created exclusively for Company. Vendor retains ownership of background intellectual property but grants Company a perpetual, royalty-free license to any background intellectual property embodied in the Deliverables as necessary for Company’s use.

8. REPRESENTATIONS, WARRANTIES AND COMPLIANCE

Vendor represents and warrants that: (a) it has full corporate power and authority to enter this Agreement; (b) Services shall be performed in a professional and workmanlike manner consistent with industry standards; and (c) Vendor and its personnel shall comply with all applicable laws, regulations and Company policies while performing Services.

9. INSURANCE AND INDEMNITY

Vendor shall maintain insurance coverage customary for the Services, including commercial general liability and, if applicable, professional liability and workers' compensation. Vendor agrees to indemnify, defend and hold harmless Company and its affiliates from and against all third-party claims, losses, liabilities and expenses arising from Vendor's breach, negligence or willful misconduct.

10. LIMITATION OF LIABILITY

Except for liability arising from gross negligence, willful misconduct, breach of confidentiality or indemnity obligations, neither party shall be liable for consequential, incidental or punitive damages. Aggregate liability for direct damages shall not exceed the total fees paid to Vendor under this Agreement for the twelve (12) months preceding the claim.

11. NON-SOLICITATION

During the term and for a period of twelve (12) months following termination, Vendor will not knowingly solicit for employment any employee of Company involved in the Services without Company's prior written consent.

12. BACKGROUND CHECKS AND AUTHORIZATIONS

Vendor warrants that it will conduct appropriate screening of personnel assigned to perform Services and comply with Company’s site access requirements. Vendor authorizes Company to verify information provided about Vendor and its key personnel and to conduct background checks where required for access to Company facilities or data.

I consent to Company conducting background checks on Vendor personnel assigned to perform Services.

13. AT-WILL ENGAGEMENT & EQUAL OPPORTUNITY

Where Vendor supplies personnel as contingent workers or contractors, such engagement is not intended to create employment status with Company and is on an at-will basis unless otherwise agreed in writing. Company is an equal opportunity organization; Vendor shall not discriminate in selection, assignment or treatment of individuals on the basis of legally protected characteristics.

14. VENDOR CONTACT AND POSITION INFORMATION

15. VENDOR REPRESENTATIVE EMPLOYMENT HISTORY

Employer 1

Employer 2

16. EDUCATION

17. PROFESSIONAL REFERENCES

Reference 1

Reference 2

Reference 3

18. VENDOR CERTIFICATIONS

I certify that all information provided in this form is true, complete and accurate to the best of my knowledge; that I have the authority to enter into this Agreement on behalf of Vendor; and that Vendor will comply with the terms set forth herein.

I certify the foregoing.

19. NOTICES

20. MISCELLANEOUS

This Agreement constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior agreements and understandings. No amendment is effective unless in writing and signed by authorized representatives of both parties. If any provision is held invalid, the remainder shall remain in effect to the maximum extent permitted by law.

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