Procurement Services Agreement

Procurement Services Agreement

This Procurement Services Agreement (the Agreement) is entered into as of Date: by and between Client Name: with principal place of business at:

and Service Provider Name: with principal place of business at:

WHEREAS

WHEREAS, Client seeks procurement services consisting of identification, negotiation and acquisition of goods and services required for Client operations, and desires to engage Service Provider to provide such procurement services under the terms and conditions of this Agreement.

WHEREAS, Service Provider represents that it possesses experience, personnel and resources necessary to perform procurement services, including supplier sourcing, bid evaluation, purchase order management, and related procurement support.

WHEREAS, the parties desire to set forth the scope, payment terms, confidentiality obligations and other terms governing the procurement services to be provided by Service Provider to Client.

Scope of Work

Service Provider shall perform procurement services as described below. The parties acknowledge that specific purchase orders, statements of work or schedules may supplement this Agreement and shall incorporate the terms herein unless expressly stated otherwise.

Payment Terms

Client shall pay Service Provider for services performed in accordance with the fees and schedule below. All fees are exclusive of applicable taxes unless otherwise stated.

Invoices shall be submitted by Service Provider and shall include reasonable documentation of costs. Client shall pay undisputed amounts within the time period set forth in the payment schedule. Disputed amounts shall be raised in writing within fifteen (15) days of receipt of invoice and the parties shall meet in good faith to resolve disputes promptly.

Term and Termination

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated as provided below.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within the notice period specified above following written notice. Either party may terminate for convenience upon the notice period provided above. Upon termination, Client shall pay Service Provider for all services performed and documented out-of-pocket costs incurred through the effective date of termination.

Confidentiality

For purposes of this Agreement, Confidential Information means non-public business, technical and financial information disclosed by one party to the other, whether disclosed orally, in writing, electronically or by inspection, 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.

The receiving party shall: (a) hold Confidential Information in strict confidence and use it solely to perform its obligations under this Agreement; (b) restrict disclosure to those employees, agents or subcontractors with a need to know and subject to obligations of confidentiality at least as protective as those herein; and (c) not disclose Confidential Information to any third party without prior written consent, except as required by law. Confidential Information does not include information that: (i) is or becomes publicly available without breach; (ii) is already known to the receiving party; (iii) is lawfully received from a third party without restriction; or (iv) is independently developed without use of Confidential Information.

Representations, Warranties and Compliance

Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder. Service Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. Service Provider shall comply with all applicable laws, regulations and industry standards in performing procurement services and shall not engage in any conduct that would create a conflict of interest with Client.

Indemnification and Liability

Each party shall indemnify, defend and hold harmless the other party from and against claims arising from the indemnifying party's negligent acts or willful misconduct in connection with this Agreement. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, EXCEPT FOR LIABILITY ARISING FROM A BREACH OF CONFIDENTIALITY OR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

Procurement-Specific Provisions

Service Provider shall act as an independent contractor and not as an agent with authority to bind Client, except as expressly authorized in writing. Purchase orders and supplier contracts entered into by Client shall govern price and delivery terms; Service Provider shall not unilaterally bind Client to any supplier agreement unless expressly authorized in writing. Service Provider shall exercise due diligence in supplier selection, seek competitive bids where appropriate, and disclose any supplier relationships or commissions that may affect impartiality.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to principles of conflicts of law. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for resolution of disputes arising under this Agreement.

Entire Agreement; Amendment

This Agreement, together with any attached schedules, statements of work and purchase orders expressly incorporated herein, constitutes the entire agreement between the parties relating to the subject matter and supersedes all prior negotiations, understandings and agreements. Any amendment must be in writing and signed by authorized representatives of both parties.

Assignment and Subcontracting

Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all of its assets. Service Provider may subcontract portions of the services provided that Service Provider remains responsible for the performance of its subcontractors and compliance with this Agreement.

Notices

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