Vendor Agreement Policy

VENDOR AGREEMENT POLICY

This Vendor Agreement Policy ("Policy") is entered into as of Effective Date: by and between Client Name: with principal place of business at and Vendor Name: with principal place of business at .

RECITALS

WHEREAS, Client operates a business that requires certain goods and services, and Vendor represents that Vendor possesses the skill, experience, resources and qualifications to provide such goods and services to Client in accordance with Client's specifications; and

WHEREAS, Client has established procurement, compliance, security and insurance standards applicable to third-party vendors and desires to set forth the responsibilities, obligations and processes governing Vendor's engagement; and

WHEREAS, Vendor desires to provide the goods and/or services described herein subject to the terms of this Policy.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, Client and Vendor agree as follows:

1. DEFINITIONS

1.1 "Agreement" means this Vendor Agreement Policy together with any schedules, statements of work or attachments expressly incorporated by reference. "Services" means the goods or services to be provided by Vendor as described in Section 2 and any applicable statement of work.

2. SCOPE OF SERVICES

2.1 Vendor shall perform the Services described below in accordance with the timeline, milestones and acceptance criteria set forth by Client. A general description of Services is:

2.2 Vendor shall provide qualified personnel, supervision, equipment and materials necessary to deliver the Services in a professional and workmanlike manner consistent with industry standards.

3. VENDOR ONBOARDING AND DUE DILIGENCE

3.1 Prior to commencing Services, Vendor shall provide evidence of identity, business registration, federal tax identification number and the following required documents as applicable: certificate of insurance, W-9 or equivalent tax form, proof of licenses and certifications, and background check authorization for personnel with access to Client facilities or systems.

Corporation LLC Partnership Sole proprietor/Individual

4. COMPLIANCE WITH LAWS AND POLICIES

4.1 Vendor shall comply with all applicable federal, state and local laws, regulations and industry standards in performance of the Services, including without limitation employment, tax, export control, anti-corruption, health and safety, and environmental requirements.

4.2 Vendor shall comply with Client's security, privacy and acceptable use policies provided to Vendor and shall require its personnel and subcontractors to comply with the same. Vendor shall notify Client promptly of any actual or suspected security incident affecting Client data.

5. CONFIDENTIALITY; DATA PROTECTION

5.1 Vendor shall maintain in strict confidence all Confidential Information disclosed by Client and shall use such Confidential Information solely for the purpose of performing the Services. "Confidential Information" includes non-public business, technical and financial information, trade secrets, and personal data.

5.2 Vendor shall implement and maintain appropriate technical and organizational measures to protect Client data against unauthorized access, alteration, disclosure or destruction, and shall assist Client with compliance obligations related to data subjects' requests where applicable.

6. INSURANCE, INDEMNIFICATION AND LIABILITY

6.1 Vendor shall maintain, at Vendor's expense, insurance coverages appropriate to the Services, including commercial general liability and, where applicable, professional liability and workers' compensation. Minimum required limits are set forth below:

6.2 Vendor shall indemnify, defend and hold harmless Client and its officers, directors and employees from and against any and all claims, losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of or related to Vendor's breach of this Agreement, willful misconduct, negligence or violation of law.

6.3 EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR VENDOR'S INDEMNIFICATION OBLIGATIONS, NEITHER PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE TO VENDOR FOR THE SERVICES GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE CLAIM.

7. FEES AND PAYMENT

7.1 Client shall pay Vendor for Services in accordance with the fee schedule or statement of work agreed in writing. Vendor shall submit invoices that itemize Services rendered, dates, rates and applicable taxes.

7.2 Payment terms are Net days from receipt of a properly documented invoice, unless otherwise agreed in writing.

8. TERM AND TERMINATION

8.1 This Agreement shall commence on the Effective Date and continue for a period of unless earlier terminated in accordance with this Section.

8.2 Either party may terminate this Agreement for material breach by the other party if such breach remains uncured for thirty (30) days following written notice specifying the breach. Client may terminate immediately for Vendor conduct that, in Client's reasonable judgment, creates a safety, security or legal risk.

9. AUDIT AND RECORDS

9.1 Vendor shall maintain complete and accurate records relating to performance of the Services and compensation for a period of at least three (3) years following termination. Client shall have the right, upon reasonable notice, to audit Vendor's records to verify compliance with this Agreement.

10. REPRESENTATIONS AND WARRANTIES

10.1 Vendor represents and warrants that: (a) Vendor has full power and authority to enter into and perform this Agreement; (b) Services will be performed in a professional manner and in accordance with applicable laws; and (c) Vendor has obtained and will maintain all licenses, permits and approvals necessary to perform the Services.

11. INTELLECTUAL PROPERTY

11.1 Unless otherwise agreed in writing, all work product, deliverables and materials developed by Vendor in the course of performing the Services shall be the exclusive property of Client. Vendor hereby assigns to Client all right, title and interest in such work product.

12. NOTICES

12.1 All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by certified mail, courier or email where receipt is acknowledged.

13. AMENDMENTS; WAIVER; COUNTERPARTS

13.1 Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties. No failure or delay by either party to exercise any right shall constitute a waiver unless set forth in a written waiver signed by the waiving party.

13.2 This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together constitute one and the same instrument.

14. GOVERNING LAW; SEVERABILITY; ENTIRE AGREEMENT

14.1 This Agreement shall be governed by and construed in accordance with the laws of the State selected by the parties. The parties submit to the exclusive jurisdiction of the courts of that State for disputes arising under this Agreement.

14.2 If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be reformed only to the extent necessary to make it valid and enforceable, and the remaining provisions shall remain in full force and effect.

14.3 This Agreement, including all exhibits and incorporated statements of work, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.

15. MISCELLANEOUS PROVISIONS

15.1 Subcontracting: Vendor shall not subcontract any material portion of the Services without Client's prior written consent. Vendor shall remain fully responsible for acts and omissions of its subcontractors.

15.2 Publicity: Vendor shall not use Client's name, logos or marks in any publicity, press release or marketing material without Client's prior written consent.

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