USDA Compliance Assurances

USDA COMPLIANCE ASSURANCES

RECITALS

WHEREAS, Recipient Name: is seeking financial assistance, goods, services, or a contractual relationship that is subject to United States Department of Agriculture rules and program requirements; and

WHEREAS, Provider Name: (the Provider) agrees to perform the Scope of Work described below in accordance with applicable federal statutes, regulations and USDA program standards;

WHEREAS, the parties intend by this Agreement to set forth the obligations, assurances and certifications required to ensure compliance with USDA program requirements and to allocate responsibilities between the parties.

PARTY INFORMATION

SCOPE OF WORK

The Provider shall perform the following services or deliverables in accordance with applicable USDA program standards. Describe tasks, deliverables, performance metrics, and schedule.

PAYMENT TERMS

Total Contract Amount: $

Late Payment Fee: The Recipient shall pay interest on any undisputed amount not paid when due at the lesser of (a) % per month or (b) the maximum lawful rate, plus reasonable collection costs.

TERM AND TERMINATION

Term Commences:   Term Ends:

Either party may terminate for convenience upon days' prior written notice. Termination for material breach shall be effective upon written notice if the breach is not cured within days after notice.

CONFIDENTIALITY

Each party shall maintain in strict confidence all non-public information disclosed by the other party, including but not limited to program records, financial information, participant data, and proprietary processes ("Confidential Information"). Confidential Information shall not be disclosed except (a) as required by law or regulation, (b) to agents or subcontractors on a need-to-know basis who are bound by confidentiality obligations, or (c) with prior written consent. Upon termination, each party shall return or securely destroy Confidential Information within 30 days unless retention is required under record retention obligations set forth below.

USDA COMPLIANCE ASSURANCES AND CERTIFICATIONS

By checking each box below and signing this Agreement, the Recipient certifies and assures compliance with the following requirements to the extent applicable to the USDA-funded program, project, purchase, or contract:

ADDITIONAL TERMS

Indemnification: Recipient shall indemnify, defend and hold harmless Provider, its agents and employees from and against any and all claims, liabilities, losses, damages and expenses arising out of Recipient's negligent performance or violation of any applicable law, including USDA program requirements, except to the extent caused by Provider's gross negligence or willful misconduct.

Audit and Access to Records: Recipient shall permit authorized federal and state representatives to inspect and copy records, review accounting procedures and practices, and interview staff as required to ensure compliance with USDA program requirements.

Remedies: In addition to termination rights, Provider may impose remedial actions, withhold payments, require refunds of misspent funds, or take other actions authorized by law where Recipient fails to comply with assurances set forth herein.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , except to the extent preempted by federal law. Venue for any disputes shall be the state or federal courts located in the jurisdiction where the Provider maintains its principal place of business, unless otherwise required by federal law.

ENTIRE AGREEMENT

This Agreement, together with attachments and any duly executed amendments, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations, and understandings of the parties, whether oral or written. No modification shall be effective unless in writing and signed by authorized representatives of both parties.

SIGNATURES

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