Sole Source Provider Agreement

SOLE SOURCE PROVIDER AGREEMENT

Parties

Recitals

WHEREAS, Client Name: (the "Client") requires certain goods and/or services described in this Agreement and has determined that Provider Name: (the "Provider") is the sole source capable of providing those goods and/or services on the terms set forth herein.

WHEREAS, the parties desire to set forth the terms and conditions under which the Provider shall perform the services described in the Scope of Work and to designate the Provider as the sole source provider for the duration specified below.

Effective Date: . This Agreement supersedes any prior understandings, whether written or oral, relating to the subject matter herein.

Scope of Work

Provider shall deliver the goods and/or perform the services described below in a professional, timely, and workmanlike manner in accordance with industry standards and any schedules set forth by the Client.

Payment Terms

Total Contract Value: $

Invoicing and Payment Terms: Provider shall submit detailed invoices to Client in accordance with the payment schedule. Client shall pay undisputed invoices within days of receipt of a correct invoice. Any dispute shall be raised within the payment period and the parties shall cooperate to resolve disputes promptly.

Late Payment: Past-due amounts shall accrue interest at a rate of % per month (or the maximum permitted by law, if less), plus reasonable collection costs.

Term and Termination

Term: This Agreement commences on Start Date: and continues until End Date: , unless earlier terminated as provided herein.

Termination for Convenience: Either party may terminate this Agreement for convenience upon written notice delivered to the other party not less than days prior to the effective date of termination. Termination shall not relieve the Client of its obligation to pay for goods or services delivered and accepted prior to the termination date.

Confidentiality

Each party acknowledges that during performance it may receive confidential or proprietary information of the other party ("Confidential Information"). Confidential Information shall not include information that is publicly known or rightfully received from a third party without an obligation of confidentiality. Each party shall: (a) hold Confidential Information in strict confidence; (b) use such information only for the purposes of performing this Agreement; and (c) disclose such information only to its employees, agents, or subcontractors who have a need to know and are bound by confidentiality obligations at least as protective as those herein.

Duration of Confidentiality: The obligations in this section shall continue for years following termination or expiration of this Agreement, or for such longer period as required by applicable law with respect to trade secrets.

Sole Source and Exclusivity

Client designates Provider as the sole source supplier for the goods and/or services set forth in the Scope of Work for the Term of this Agreement. Provider shall not assign, subcontract, or permit another provider to supply the designated goods or services without the prior written consent of the Client, except as expressly provided in this Agreement.

Compliance; Records and Audit

Provider shall comply with all applicable federal, state, and local laws, regulations, and ordinances in performing under this Agreement. Provider shall maintain complete and accurate records relating to its performance and invoicing under this Agreement for a period of at least years following final payment.

Audit Rights: Client or its authorized representative shall have the right, upon reasonable notice, to inspect and audit Provider's relevant records and supporting documentation. Such audit shall be conducted during normal business hours and in a manner that does not unreasonably interfere with Provider's operations. Notice period for audit: days.

Indemnification and Insurance

Indemnification: Provider shall defend, indemnify, and hold harmless Client and its officers, directors, employees, and agents from and against any claims, liabilities, losses, damages, and expenses (including reasonable attorneys' fees) arising out of Provider's negligence, willful misconduct, or breach of this Agreement.

Insurance: Provider shall maintain insurance coverage appropriate to the services provided, including commercial general liability and, if applicable, professional liability and workers' compensation. Minimum insurance limits shall be as required by Client or otherwise customary for the industry.

Limitation of Liability

Except for liability arising from gross negligence, willful misconduct, or Provider's indemnification obligations, neither party shall be liable to the other for incidental, consequential, special, or punitive damages. The aggregate liability of either party for claims arising under this Agreement shall not exceed the total amount paid by Client to Provider under this Agreement.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of law provisions. The parties shall attempt in good faith to resolve disputes through negotiation prior to initiating legal proceedings.

Entire Agreement; Amendments

This Agreement, including any attachments and documents incorporated by reference, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, representations, and understandings. Any amendment or modification to this Agreement must be in writing and signed by duly authorized representatives of both parties.

Miscellaneous

Assignment: Neither party may assign this Agreement without the prior written consent of the other, except that Client may assign this Agreement to a successor entity in connection with a merger or sale of substantially all of Client's assets.

Notices: All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally or sent by certified mail, return receipt requested, to the addresses set forth in this Agreement or such other address as a party designates by written notice to the other.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect.

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