Subcontractor Agreement for Black Women

SUBCONTRACTOR AGREEMENT FOR BLACK WOMEN

Parties and Recitals

This Subcontractor Agreement (the "Agreement") is entered into as of by and between Contractor Name: , a business organized to provide services in support of programs for Black women, and Subcontractor Name: .

WHEREAS, Contractor has entered into or intends to enter into contracts to provide services, programs, or events that directly benefit Black women and seeks to engage qualified subcontractors to perform certain portions of such services; and

WHEREAS, Subcontractor represents that Subcontractor has the requisite experience, personnel, and resources to perform specified services in accordance with the terms of this Agreement and any governing prime contract requirements; and

WHEREAS, Contractor desires to engage Subcontractor and Subcontractor desires to accept such engagement on the terms set forth in this Agreement.

Scope of Work

Payment Terms

Total Contract Amount: $

Invoices shall be submitted to Contractor at the address provided below and shall include detailed supporting documentation of services rendered. Acceptance of an invoice does not constitute a waiver of Contractor's right to dispute any portion of the invoice.

Late Payment Fee: If any undisputed invoiced amount is not paid within days after receipt of invoice, interest shall accrue at the lesser of 1.5% per month or the maximum rate permitted by law. Minimum late fee: $ .

Term and Termination

Term Commencement Date: . Anticipated Termination Date: .

Either party may terminate this Agreement for convenience upon providing written notice to the other party at least days prior to the intended termination date. Contractor may terminate immediately for cause upon written notice if Subcontractor materially breaches this Agreement and fails to cure such breach within ten (10) days following written notice.

Upon termination, Subcontractor shall promptly deliver all completed work and work in progress and shall be entitled to payment for work satisfactorily completed and accepted through the effective date of termination, subject to Contractor's right to set off any amounts owed for breach or defects.

Confidentiality

For purposes of this Agreement, "Confidential Information" means non-public business, program, technical, financial and personal information disclosed by Contractor or its clients that is designated as confidential or that reasonably should be understood to be confidential. Subcontractor shall (i) hold Confidential Information in strict confidence; (ii) not disclose Confidential Information to any third party except as necessary to perform the Services and subject to a written agreement containing confidentiality obligations at least as protective as this Agreement; and (iii) use Confidential Information solely to perform the Services. This obligation shall survive termination of this Agreement for a period of three (3) years.

Intellectual Property

All deliverables, including reports, materials, designs, software, documentation and work product created by Subcontractor under this Agreement (collectively, "Work Product") shall be deemed "work made for hire" and shall be the sole and exclusive property of Contractor. To the extent any Work Product is not a work made for hire, Subcontractor hereby assigns to Contractor all right, title and interest in and to such Work Product and agrees to execute all instruments necessary to effectuate such assignment.

Warranties; Independent Contractor; Insurance

Subcontractor represents and warrants that (a) Subcontractor has the expertise and capacity to perform the Services in a professional manner in accordance with industry standards; (b) the Services and Work Product will not infringe any third party intellectual property rights; and (c) Subcontractor will comply with all applicable laws, regulations and the terms of any prime contract requirements provided to Subcontractor in writing.

Subcontractor acknowledges that it is an independent contractor and not an employee of Contractor. Subcontractor is solely responsible for all employment taxes, benefits, withholding and other obligations related to its personnel.

Indemnification and Limitation of Liability

Subcontractor shall indemnify, defend and hold harmless Contractor, its officers, employees and agents from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from Subcontractor's negligent acts, willful misconduct, breach of this Agreement, or infringement of third party rights in connection with the Services. Except for liability arising from willful misconduct or gross negligence, Contractor's liability to Subcontractor for any claim arising under this Agreement shall be limited to direct damages not to exceed the total compensation paid to Subcontractor under this Agreement.

Compliance with Law and Non-Discrimination

Subcontractor agrees to comply with all applicable federal, state and local laws, rules and regulations in performing the Services. Subcontractor shall not discriminate in the performance of work based on race, color, religion, sex, national origin, age, disability, or any other protected characteristic.

Governing Law; 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 agree to attempt in good faith to resolve disputes through negotiation. If the parties are unable to resolve a dispute within thirty (30) days, either party may pursue all available legal or equitable remedies in the courts of the chosen state.

Entire Agreement; Assignment

This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior discussions, proposals, representations and agreements. This Agreement may be amended or modified only by a written instrument signed by both parties. Subcontractor may not assign or delegate any rights or obligations under this Agreement without the prior written consent of Contractor.

Notices

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