Vendor Agreement VA-4

Vendor Agreement VA-4

This Vendor Agreement VA-4 (the Agreement) is made effective as of Effective Date: by and between Vendor Name: with principal place of business at ("Vendor"), and Client Name: with principal place of business at ("Client").

Recitals

WHEREAS, Vendor is engaged in the business of providing the goods and/or services described herein and represents that it has the experience, personnel, and resources to perform such goods and/or services in a professional manner; and

WHEREAS, Client desires to engage Vendor, and Vendor agrees to provide such goods and/or services under the terms and conditions set forth in this Agreement.

WHEREAS, the parties intend for this Agreement to define the parties' respective rights, remedies, and obligations with respect to the services and any deliverables.

Scope of Work

Payment Terms

Total Contract Price: $ . Payment shall be made in accordance with the schedule below.

Invoices shall be submitted to Client at the address provided above and shall reference the Agreement. Payment is due within days of receipt of an undisputed invoice. Accepted method(s) of payment:

Late Fee: Unpaid amounts shall incur interest at a rate of % per month (or the maximum permitted by law), commencing on the first day following the due date. Client shall pay reasonable collection costs and attorneys' fees incurred by Vendor in collecting overdue amounts.

Expenses: Reimbursable out-of-pocket expenses require prior written approval and shall be reimbursed at cost. Reimbursable expenses: Yes No . If yes, maximum reimbursable per invoice: $

Term and Termination

Term: This Agreement shall commence on Start Date: and shall continue until End Date: , unless earlier terminated in accordance with this Agreement.

Termination for Convenience: Either party may terminate this Agreement without cause upon written notice to the other party no fewer than days prior to the effective date of termination.

Termination for Cause: Either party may terminate for material breach if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred through the effective date of termination.

Confidentiality

Definition: "Confidential Information" means all non-public, proprietary, or confidential information disclosed by a disclosing party to the receiving party, whether oral, written, or in electronic form, including business plans, technical data, pricing, customer lists, and trade secrets. Confidential Information does not include information that: (a) is or becomes publicly known through no breach by the receiving party; (b) is rightfully received from a third party without restriction; (c) is independently developed without use of or reference to the disclosing party's Confidential Information; or (d) is required to be disclosed by law or court order, provided the receiving party gives prompt notice and cooperates to limit disclosure.

Obligations: The receiving party shall (i) restrict disclosure of Confidential Information to its employees and agents who have a need to know and are bound by confidentiality obligations at least as protective as those herein; (ii) use Confidential Information solely to perform its obligations under this Agreement; and (iii) exercise at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but no less than reasonable care.

Return of Materials: Upon termination or written request, the receiving party shall promptly return or destroy all tangible Confidential Information and certify such destruction if requested.

Survival: Confidentiality obligations shall survive termination of this Agreement for a period of years, except with respect to trade secrets, which shall survive for as long as such information remains a trade secret under applicable law.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to principles of conflicts of law. The parties consent to the exclusive jurisdiction and venue of the courts located in such state for any dispute arising under this Agreement, subject to any mandatory jurisdictional limitations.

Additional Provisions

Indemnification: Vendor shall defend, indemnify, and hold harmless Client and its officers, directors, and employees from and against any third-party claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of Vendor's negligent acts, willful misconduct, or breach of representations, provided that Client provides prompt written notice and reasonable cooperation in the defense and an opportunity to participate in the defense.

Limitation of Liability: Except for liability arising from willful misconduct, gross negligence, or Vendor's obligations under indemnification or confidentiality, neither party shall be liable to the other for consequential, incidental, special, or punitive damages, and each party's aggregate liability under this Agreement shall be limited to the total amount actually paid by Client to Vendor under this Agreement.

Entire Agreement

This Agreement, including any exhibits and attachments specifically incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect.

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