Supplier Vetting Questionnaire

SUPPLIER VETTING QUESTIONNAIRE

Recitals

WHEREAS, Client Name: (the "Client") seeks to evaluate the qualifications and compliance of potential suppliers prior to entering into commercial engagements; and

WHEREAS, Supplier Name: (the "Supplier") submits the information requested in this Questionnaire to enable the Client to assess the Supplier's suitability to provide goods or services; and

WHEREAS, the parties intend that the responses and supporting documentation provided hereunder form the basis for the Client's decision and, if accepted, constitute representations incorporated into any subsequent agreement between the parties.

Scope of Work

Supplier Information

Corporate & Financial Details

Corporation    LLC    Partnership    Sole Proprietorship

Insurance & Certifications

Does the Supplier maintain commercial insurance as required?   Yes    No

Industry certifications held (check all that apply):   ISO    SAE    Other:

Compliance & Legal

Has the Supplier, its affiliates, or any principal ever been convicted of, pled guilty to, or subject to a final administrative determination for fraud, bribery, corruption, or similar conduct?   Yes    No

Supplier represents that it conducts sanctions and denied-party screening in accordance with applicable law and will notify the Client promptly if any match or potential match arises. Supplier acknowledges that false statements in this Questionnaire constitute grounds for termination and potential legal liability.

Data Security & Privacy

Subcontracting & Third Parties

Will Supplier subcontract any material portion of the work?   Yes    No

References

Payment Terms

Term and Termination

The term of any engagement arising from this Questionnaire shall commence on Start Date: and, unless earlier terminated in accordance with the parties' agreement, end on End Date: .

Either party may terminate for convenience upon written notice delivered no fewer than days, or immediately for material breach that remains uncured after ten (10) days' written notice specifying the breach.

Confidentiality

Supplier acknowledges that in the course of engagement it may receive or have access to Confidential Information of the Client. Supplier agrees to hold such Confidential Information in strict confidence, to use it solely for purposes of performing under any resulting agreement, and not to disclose such information except to employees or subcontractors with a need to know who are bound by confidentiality obligations at least as protective as those set forth herein. Confidential Information does not include information that is or becomes publicly known through no breach by Supplier.

Governing Law

This Questionnaire, and any subsequent contractual relationship formed in reliance upon it, shall be governed by and construed in accordance with the laws of the State of , without regard to conflicts of law principles.

Entire Agreement & Representations

The Supplier represents and warrants that the information provided in this Questionnaire and any attachments is true, complete and accurate as of the date signed. The Supplier understands that material misrepresentations or omissions may constitute grounds for immediate termination of any engagement and may give rise to claims for damages. To the extent that the parties later enter into a separate written agreement, that agreement shall govern the commercial relationship; this Questionnaire constitutes Supplier's representations and is incorporated by reference into such agreement if expressly stated therein.

Certification

By signing below, the undersigned certifies under penalty of perjury that the information provided in this Supplier Vetting Questionnaire is true and correct, and that the undersigned is authorized to bind the Supplier to the representations, warranties, and acknowledgements contained herein.

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