US Embassy Document

US EMBASSY BUSINESS AGREEMENT

Parties and Contract Identification

Effective Date:

Whereas

WHEREAS, the United States Embassy identified above requires certain goods and/or services described herein and seeks to engage a qualified contractor to perform such services in accordance with the terms of this Agreement; and

WHEREAS, Contractor represents that it has the necessary experience, personnel, facilities and authorizations to perform the work described in this Agreement and warrants compliance with all applicable laws, regulations and security requirements applicable to performance at or for a diplomatic mission; and

WHEREAS, the parties desire to set forth their respective rights and obligations in writing as follows.

Scope of Work

Payment Terms

Late Payment: If any undisputed payment due to Contractor is not received by Embassy within days after the invoice due date, an administrative late fee of % per month (pro rata) or a flat fee of will apply, whichever is greater, until payment is made in full.

Term and Termination

Term Commencement Date:

Term Expiration Date:

Either party may terminate this Agreement for convenience upon providing written notice to the other party at least days prior to the effective termination date. Either party may terminate immediately for material breach if the breaching party fails to cure within thirty (30) days after receipt of written notice specifying the breach.

Confidentiality

Contractor shall treat as Confidential Information all non-public information disclosed by Embassy in connection with this Agreement, including but not limited to operational, security, personnel and programmatic information. Contractor shall not disclose Confidential Information to any third party except to its employees or subcontractors who have a strict need to know and who are bound by confidentiality obligations at least as protective as those set forth herein. Confidential obligations shall survive termination for a period of years, except where a longer retention is required by applicable law.

Notwithstanding the foregoing, Confidential Information does not include information that (a) is or becomes public through no fault of Contractor, (b) was rightfully in Contractor's possession prior to disclosure, or (c) is required to be disclosed by law or valid order of a competent authority, provided Contractor gives Embassy prompt notice and cooperates to seek protective measures.

Representations; Independent Contractor; Compliance

Contractor represents and warrants that it is duly organized, validly existing and in good standing under the laws of its place of organization, has authority to enter into and perform this Agreement, and that performance will comply with all applicable laws, regulations, embassy security and access requirements. Contractor is an independent contractor and not an employee, partner or agent of Embassy. Contractor shall be solely responsible for withholding and paying any applicable taxes, social security contributions, and other amounts required of an employer or independent contractor.

Indemnification and Liability

Contractor shall indemnify, defend and hold harmless Embassy and its officers, employees and agents from and against any losses, damages, claims, liabilities and expenses (including reasonable attorneys' fees) arising out of Contractor's negligent acts, omissions or willful misconduct in performance of this Agreement. Except for claims arising from gross negligence or willful misconduct, the parties' aggregate liability under this Agreement shall be limited to direct damages not to exceed the total amount paid to Contractor under this Agreement.

Notices

Governing Law; Entire Agreement

This Agreement shall be governed by and construed in accordance with the laws of , without regard to conflict of law principles. Any dispute arising under or in connection with this Agreement shall be subject to the exclusive jurisdiction of the federal and state courts located in that jurisdiction, unless the parties agree otherwise in writing.

This Agreement, including its attachments and any documents expressly incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, representations and communications, whether written or oral. No amendment or modification shall be effective unless in writing signed by authorized representatives of both parties.

Certifications

Contractor certifies that it has not employed or retained any person to solicit or secure this Agreement by fraud, false statements or other improper means. Contractor further certifies that no foreign government or political subdivision has any direct or indirect interest in Contractor that would give rise to a conflict of interest with performance under this Agreement unless expressly disclosed in writing to Embassy.

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