Sole Source Agreement

SOLE SOURCE AGREEMENT

This Sole Source Agreement ("Agreement") is entered into as of between Client Name: ("Buyer"), and Supplier Name: ("Supplier"). Buyer and Supplier may be referred to jointly as the "Parties" and individually as a "Party."

RECITALS

WHEREAS, Buyer has determined that a competitive procurement process is impracticable for the goods and/or services described in this Agreement because Supplier possesses unique experience, proprietary technology, specialized qualifications, or exclusive rights that make Supplier the only reasonable source for the required deliverables; and

WHEREAS, Supplier represents that it is uniquely qualified to provide the goods and/or services described herein and that no other vendor or provider can reasonably satisfy the technical, commercial, or schedule requirements of Buyer for the subject procurement; and

WHEREAS, the Parties desire to set forth their respective rights and obligations with respect to the sole source procurement on the terms and conditions set forth below.

SCOPE OF WORK

SOLE SOURCE JUSTIFICATION

PAYMENT TERMS

Any invoice not paid within days of receipt shall accrue interest at on the outstanding balance, or the maximum rate permitted by applicable law, whichever is less. Buyer shall be responsible for undisputed amounts and any undisputed portion of invoices shall be paid in accordance with the schedule set forth above.

TERM AND TERMINATION

Term: This Agreement shall commence on Start Date: and shall continue until End Date: , unless earlier terminated in accordance with this Section.

Termination for Convenience: Either Party may terminate this Agreement for convenience upon providing written notice to the other Party at least days prior to the effective date of termination. Upon termination for convenience, Supplier shall be entitled to payment for Work performed and reasonable, documented costs incurred prior to the effective date of termination, subject to applicable setoffs for defective or incomplete performance.

Termination for Cause: Either Party may terminate this Agreement immediately upon written notice in the event of a material breach of this Agreement by the other Party if such breach is not cured within thirty (30) days after written notice specifying the breach. Termination shall be without prejudice to any other remedies available at law or in equity.

CONFIDENTIALITY

Definition: "Confidential Information" means any non-public information disclosed by one Party to the other, whether disclosed orally, in writing, or by inspection of tangible objects, 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: The receiving Party shall (a) use Confidential Information only to perform its obligations under this Agreement, (b) disclose Confidential Information only to those of its employees, agents, or subcontractors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement, and (c) protect Confidential Information from unauthorized disclosure using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

Exclusions: Confidential Information does not include information that (i) is or becomes publicly available without breach of this Agreement by the receiving Party; (ii) is rightfully received from a third party without restriction; (iii) is independently developed by the receiving Party without use of the disclosing Party's Confidential Information; or (iv) was in the receiving Party's possession prior to disclosure as evidenced by written records.

Remedies: The Parties acknowledge that monetary damages may be inadequate to remedy a breach of this Section and that the disclosing Party shall be entitled to seek injunctive or equitable relief, in addition to any other remedies available at law or in equity.

REPRESENTATIONS AND WARRANTIES

Supplier represents and warrants that it has the necessary authority, experience, personnel, and resources to perform the Scope of Work in a professional and workmanlike manner and that the deliverables will materially conform to the specifications set forth in this Agreement for a period of ninety (90) days following acceptance, unless otherwise agreed in writing.

INDEMNIFICATION

Each Party shall indemnify, defend and hold harmless the other Party and its officers, directors, employees and agents from and against any third-party claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of the indemnifying Party's gross negligence, willful misconduct, or material breach of this Agreement.

LIMITATION OF LIABILITY

Except for liability arising from a Party's gross negligence, willful misconduct, or breach of confidentiality or indemnification obligations, neither Party shall be liable to the other for any indirect, incidental, special, punitive, or consequential damages, and each Party's aggregate liability under this Agreement shall not exceed the total amount paid or payable by Buyer to Supplier under this Agreement.

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 laws principles.

ENTIRE AGREEMENT

This Agreement (including any attachments or exhibits expressly incorporated herein) constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, understandings, and representations, whether written or oral. Any modification or amendment must be in writing and signed by both Parties.

MISCELLANEOUS

Assignment: Neither Party may assign or transfer this Agreement without the prior written consent of the other Party, except that Buyer may assign this Agreement to an affiliated entity or to a successor by merger or acquisition so long as the assignee assumes Buyer’s obligations hereunder.

Notices: All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as a Party may designate by written notice.

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