Vendor Agreement Acknowledgement

Vendor Agreement Acknowledgement

Parties and Agreement Identification

Client Name:

Vendor Name:

Vendor Contact (email/phone):

Vendor Agreement Date:    Agreement Reference/ID:

Recitals

WHEREAS, Client and Vendor entered into a Vendor Agreement described above under which Vendor will provide goods and/or services to Client in accordance with the terms set forth therein; and

WHEREAS, Vendor affirms receipt of a copy of the Vendor Agreement and acknowledges its obligations, representations, and required deliverables under that agreement; and

WHEREAS, the parties wish to confirm Vendor's acknowledgement of the Agreement and specify certain administrative terms as set forth in this Acknowledgement.

Scope of Work

Payment Terms

Contracted Amount (Total):

If any undisputed invoice is not paid within days of the invoice due date, interest will accrue at (or the maximum rate permitted by law). Additionally, a late fee of may be assessed for administrative costs.

Term and Termination

Commencement Date:    Termination/End Date:

Either party may terminate this Acknowledgement and the underlying Agreement for cause upon material breach by the other party that remains uncured for a period of days following written notice. For convenience, either party may terminate upon days' prior written notice to the other party.

Confidentiality

Vendor acknowledges that in the performance of the Agreement Vendor will receive or have access to Confidential Information of Client. Vendor shall: (a) hold such information in strict confidence; (b) not disclose it to any third party except as required to perform the Services and only subject to confidentiality obligations at least as protective as those contained herein; and (c) use Confidential Information only for purposes of performing the Agreement. Confidential Information does not include information that is or becomes publicly available through no breach by Vendor, or that is rightfully obtained by Vendor from a third party without restriction.

Compliance; Representations

Vendor represents and warrants that it possesses all licenses, permits, insurance and qualifications required to perform the Services and will comply with all applicable laws, regulations and Client policies when performing services. Vendor further represents that it has authority to execute this Acknowledgement and perform under the Agreement.

Indemnity and Limitation

Vendor shall indemnify, defend and hold harmless Client, its officers, directors and employees from and against any and all claims, losses, liabilities, damages and expenses (including reasonable attorneys' fees) arising out of Vendor's breach, negligent acts, willful misconduct, or violation of law in connection with the performance of the Agreement, except to the extent caused by Client's gross negligence or willful misconduct. Remedies available to the parties are cumulative and subject to any limitations of liability in the underlying Agreement.

Governing Law and Dispute Resolution

This Acknowledgement and any dispute arising out of or relating to it shall be governed by the laws of the State of , without regard to conflicts of law principles. The parties will seek to resolve disputes in good faith prior to initiating formal proceedings and may pursue any remedies available under the Agreement and at law or equity.

Entire Agreement

This Acknowledgement, together with the Vendor Agreement referenced herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and understandings, whether written or oral. Any modification must be in writing and signed by authorized representatives of both parties.

Attachments and Administrative Items

The following documents have been provided and are incorporated by reference as part of this Acknowledgement:

Signed Vendor Agreement

Tax Form / W-9 (if applicable)

Proof of Insurance / Certificate of Insurance

Acknowledgement and Certification

By signing below, Vendor certifies that it has received, read and understands the Vendor Agreement and the terms set forth in this Acknowledgement, and that the individual signing on behalf of Vendor is authorized to bind Vendor to these terms.

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