Nonprofit Deployment Form

NONPROFIT DEPLOYMENT FORM

Parties and Recitals

This Nonprofit Deployment Form (the "Agreement") is entered into between:

Organization Name:

Organization Address:

Service Provider Name:

Service Provider Address:

WHEREAS, Organization desires to engage Service Provider to deploy program resources, personnel, and equipment required to implement specified nonprofit services at the Deployment Location under the terms set forth herein; and

WHEREAS, Service Provider has represented that it possesses the necessary qualifications, personnel, insurance, and experience to perform the deployment in a professional manner consistent with nonprofit industry standards; and

WHEREAS, the parties wish to set forth the scope, schedule, compensation, confidentiality obligations, and other material terms governing the deployment.

Deployment Details

Anticipated Start Date:    Anticipated Completion Date:

Scope of Work

Equipment, Personnel, and Compliance

Service Provider agrees to maintain the following at its expense for the duration of the deployment:

General liability insurance with minimum limits as agreed by the parties Background checks for personnel working with vulnerable populations Compliance with all applicable laws, permits, and nonprofit operational policies

Payment Terms

Compensation Amount: $   Payment Schedule:

Late Payment: If Organization fails to pay any undisputed invoice within days of receipt, interest shall accrue at % per month, or the maximum allowable under law, and a minimum administrative late fee of $ .

Term and Termination

Term Commencement Date:   Term End Date:

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective termination date. Termination for cause may be effected immediately upon written notice if the breaching party fails to cure a material breach within thirty (30) days after receipt of written notice identifying the breach.

Confidentiality

Each party agrees that Confidential Information of the other party will be held in confidence and will not be disclosed to third parties except as required by law or as necessary to perform obligations under this Agreement. Confidential Information includes, but is not limited to, data concerning beneficiaries, financial details, program design, donor information, and nonpublic operational procedures. The receiving 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.

The confidentiality obligations survive termination for a period of years, except for any information that is or becomes publicly known other than through a breach of this Agreement.

Representations, Warranties and Indemnity

Each party represents and warrants that it has the full corporate power and authority to enter into this Agreement and perform its obligations. Service Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. Service Provider shall indemnify, defend and hold Organization harmless from and against any claims, liabilities, damages, or expenses arising out of Service Provider’s negligence or willful misconduct in performance of the deployment, except to the extent caused by Organization’s gross negligence or willful misconduct.

Insurance and Compliance

Service Provider shall maintain and provide certificates evidencing insurance coverage as required by Organization, and shall promptly provide evidence of background checks and any program-specific clearances prior to commencing work. Failure to maintain required insurance and clearances constitutes a material breach.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles. The parties shall attempt to resolve disputes promptly by negotiation; if unresolved, disputes shall be resolved in the state or federal courts located in the governing jurisdiction.

Entire Agreement

This Agreement, including any attachments and referenced exhibits, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and understandings, whether written or oral. Any modifications or waivers must be made in writing and signed by authorized representatives of both parties.

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Acceptance and Sign-Off

Final acceptance shall occur upon Organization's written confirmation that deliverables substantially conform to the agreed acceptance criteria and any corrective items have been addressed within a reasonable cure period.

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