Vendor Classification Document

Vendor Classification Document

Recitals

WHEREAS, Client Name: (the "Client") seeks to engage Vendor Name: (the "Vendor") to provide goods and/or services as specified below; and

WHEREAS, the parties desire to classify the Vendor for procurement, compliance and payment purposes and to set forth the general terms and conditions under which the Vendor will provide such goods or services.

Vendor Identification

Vendor Classification

Select all classifications that accurately describe the Vendor. The Vendor certifies that the checked items are true and will notify the Client of any change in status.

Scope of Work

Describe the goods and/or services the Vendor will provide. Include deliverables, performance standards, and accepted metrics where applicable.

Payment Terms

Total Contract Amount:

Invoices are due within days of receipt unless otherwise agreed in writing. Late payments shall incur a late fee of % per month on the outstanding balance or the maximum permissible by law, whichever is less. The Vendor may suspend performance for unpaid invoices following ten (10) days' written notice.

Term and Termination

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered not fewer than days prior to the effective date of termination. Either party may terminate immediately upon written notice if the other party materially breaches a material obligation hereunder and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Confidentiality

"Confidential Information" means any nonpublic information disclosed by a party to the other party, whether orally, in writing, or by inspection, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. The receiving party shall (a) use Confidential Information only to perform its obligations under this Agreement; (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; and (c) not disclose Confidential Information to any third party except to employees, subcontractors, or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein. Confidential Information does not include information that (i) is or becomes publicly known through no breach of this Agreement, (ii) is received from a third party without breach of any obligation of confidentiality, or (iii) was rightfully in the possession of the receiving party prior to disclosure.

Vendor Certifications and Representations

The Vendor certifies, represents and warrants to the Client that:

• it has the full power and authority to enter into and perform this Agreement;
• it is not debarred, suspended, or otherwise excluded from participating in transactions with governmental entities;
• the information provided on this Vendor Classification Document is true, complete and accurate, and Vendor will promptly notify Client of any material change;
• it will comply with all applicable laws, regulations and professional standards in performing its obligations under this Agreement.

Insurance and Indemnity

The Vendor shall maintain, at its expense, insurance coverage customary for its industry and sufficient to cover its obligations under this Agreement. The Vendor shall indemnify, defend and hold harmless the Client and its officers, directors and employees from and against any and all claims, liabilities, losses, damages and expenses arising out of or relating to Vendor's negligence, willful misconduct or breach of this Agreement.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for disputes arising under this Agreement.

Entire Agreement

This document, together with any written attachments and purchase orders expressly incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof, superseding all prior and contemporaneous agreements, proposals and communications, whether written or oral. No amendment or waiver shall be effective unless in writing and executed by authorized representatives of both parties.

Acknowledgment

The undersigned representatives each warrant that they are duly authorized to execute this Vendor Classification Document on behalf of the party for which they sign and that the information provided herein is accurate to the best of their knowledge.

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