Vendor Agreement Requirements

VENDOR AGREEMENT REQUIREMENTS

This Vendor Agreement Requirements document (the "Agreement") is entered into as of by and between Client Name: and Vendor Name: .

WHEREAS

WHEREAS, Vendor represents that it is duly qualified and possesses the personnel, equipment and expertise necessary to provide the goods and services described in this Agreement in a professional and workmanlike manner; and

WHEREAS, Client desires to engage Vendor to perform the services on the terms and conditions set forth in this Agreement and Vendor is willing to accept such engagement; and

WHEREAS, the parties intend this document to set forth the specific requirements, deliverables, payment terms and legal provisions governing the provision of services by Vendor to Client.

SCOPE OF WORK

PAYMENT TERMS

Contract Price: $   Currency:

Invoices shall be submitted to Client and payment is due within days of receipt. Late payments shall accrue interest at % per month or a flat fee of $, whichever is greater.

All amounts payable under this Agreement are exclusive of taxes. Vendor shall be responsible for payment of its own taxes unless Client is required by law to withhold; in that event Client will withhold amounts required by law and provide Vendor with documentation of such withholding.

TERM AND TERMINATION

Term Commencement Date:   Term Expiration Date:

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to termination. Either party may terminate immediately for material breach if the breaching party fails to cure such breach within days after written notice.

Upon termination, Vendor shall deliver all work in progress and completed deliverables and shall be compensated for all services performed to the effective date of termination in accordance with the Payment Terms, subject to Client's right to setoff for any damages or deficiencies.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by one party to the other, whether disclosed orally, visually or in writing, that is designated as confidential or that reasonably should be understood to be confidential. Confidential Information includes, without limitation, business and technical information, pricing, trade secrets, customer lists and contract terms.

The receiving party shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure to those employees or contractors with a need to know and who are bound by confidentiality obligations no less protective than those herein; and (c) not disclose Confidential Information to third parties without prior written consent of the disclosing party. Confidential Information does not include information that is or becomes publicly known through no wrongful act of the receiving party, is rightfully received from a third party without restriction, is independently developed without use of Confidential Information, or is required to be disclosed by law, provided notice is given to permit the disclosing party to seek protective relief.

The obligations of confidentiality shall survive termination of this Agreement for years.

VENDOR REQUIREMENTS CHECKLIST

The following items must be provided prior to commencement of work (check as applicable):

Proof of insurance meeting Client's minimum limits
Completed tax identification form (W-9 or equivalent)
Background and eligibility checks for personnel assigned to client facilities
Copies of required certifications and licenses
Safety plan and site-specific hazard assessment (if applicable)

COMPLIANCE, INSURANCE AND INDEMNIFICATION

Vendor shall comply with all applicable laws, regulations and Client policies in performing services. Vendor shall maintain insurance coverage appropriate to the scope of services, including commercial general liability and workers' compensation, and shall furnish certificates of insurance upon request. Vendor agrees to indemnify, defend and hold harmless Client and its officers, directors and employees from and against all claims, losses, liabilities and expenses arising out of Vendor's performance, except to the extent caused by Client's gross negligence or willful misconduct.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of , without regard to principles of conflicts of law.

ENTIRE AGREEMENT

This Agreement, including any exhibits, statements of work or purchase orders expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior or contemporaneous understandings, agreements or representations. No amendment or waiver shall be effective unless in writing and signed by authorized representatives of both parties.

ACKNOWLEDGEMENT

Each party represents and warrants that the person signing this Agreement is authorized to enter into and bind such party to this Agreement.

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