Preapproval Document Template

PREAPPROVAL DOCUMENT TEMPLATE

RECITALS

WHEREAS, Client Name: seeks preliminary authorization to proceed with certain goods and/or services described below; and

WHEREAS, Provider Name: is willing to grant a conditional preapproval subject to the terms and limitations set forth in this document; and

WHEREAS, the parties intend that this Preapproval Document establish the scope, financial limits, and conditions under which work or procurement may commence prior to execution of a final agreement.

SCOPE OF WORK

PREAPPROVAL LIMITS AND CONDITIONS

Preapproved Maximum Amount: (USD). This preapproval authorizes expenditures not to exceed the amount stated above without additional written authorization.

Validity Period: This preapproval is effective from through , unless earlier revoked in writing.

Conditions to Proceed: Work may proceed only upon compliance with applicable permits, insurance requirements, and acceptance of the scope by both parties. Any single commitment exceeding requires prior written consent.

PAYMENT TERMS

Late Payment Fee: Unpaid invoices shall bear interest at the lesser of the statutory maximum rate or , calculated monthly from the invoice due date until paid in full. Client is responsible for all collection costs and reasonable attorneys' fees incurred to collect overdue amounts.

TERM AND TERMINATION

Term Commencement Date: .

Term Expiration Date: unless earlier terminated in accordance with this Section.

Termination for Convenience: Either party may terminate this preapproval upon providing written notice at least days prior to the effective termination date. Termination shall not relieve either party of obligations accrued prior to the effective date of termination.

Termination for Cause: Either party may terminate immediately upon material breach by the other party if such breach is not cured within days after receipt of written notice specifying the breach.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public information disclosed by one party to the other in written, electronic, or oral form that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Obligations: Receiving party shall (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information, but not less than reasonable care; (b) not use Confidential Information except to exercise rights or perform obligations under this preapproval; and (c) not disclose Confidential Information to any third party except to its employees, contractors or advisors who have a need to know and are bound by confidentiality obligations no less protective than those contained herein.

Exceptions: Confidential Information does not include information that (i) is or becomes publicly available without breach, (ii) is known to receiving party at time of disclosure as evidenced by written records, (iii) is rightfully obtained from a third party without breach of any obligation of confidentiality, or (iv) is independently developed by receiving party without use of Confidential Information.

GOVERNING LAW; DISPUTE RESOLUTION

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

Disputes: The parties agree to attempt in good faith to resolve any dispute arising out of or relating to this document through negotiation between senior representatives. If unresolved within 30 days, either party may pursue any right or remedy available under applicable law.

ENTIRE AGREEMENT

Integration: This document, together with any attachments and written amendments executed by authorized representatives of the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral.

Modification: No amendment, modification, or waiver of any provision of this Preapproval Document will be effective unless in writing and signed by authorized representatives of both parties.

NOTICES

REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has the full right, power and authority to enter into this Preapproval Document and to perform its obligations hereunder, and that the execution and delivery of this document and the performance of its obligations will not violate any applicable law or material agreement to which it is a party.

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