Vendor Management Agreement

VENDOR MANAGEMENT AGREEMENT

This Vendor Management Agreement (the "Agreement") is entered into as of by and between Client Name: with principal address , and Vendor Name: with principal address .

RECITALS

WHEREAS, Client requires vendor management services, including vendor selection, onboarding, performance oversight, and compliance monitoring, and desires to engage Vendor to provide such services pursuant to the terms of this Agreement; and

WHEREAS, Vendor represents that it possesses the experience, personnel, and resources necessary to perform the services described herein and agrees to furnish such services to Client in accordance with the terms, conditions and schedules set forth in this Agreement.

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to management of third-party vendors and related activities.

SCOPE OF WORK

Vendor shall provide vendor management services as described below. Vendor will perform these services in a professional and workmanlike manner consistent with industry standards.

PAYMENT TERMS

In consideration for the services rendered by Vendor, Client shall pay Vendor in accordance with the following terms. All fees are exclusive of applicable taxes unless otherwise stated.

Vendor shall invoice Client in accordance with the Payment Schedule. Unless otherwise agreed in writing, invoices are due within thirty (30) days of receipt. Client may withhold reasonable amounts for disputed invoiced items that are notified in writing within fifteen (15) days of invoice receipt. Overdue amounts shall accrue interest at the rate specified in the Late Fee field above and shall be calculated from the invoice due date until paid in full.

TERM AND TERMINATION

This Agreement shall commence on and shall continue in effect until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for material breach by the other party if the breach remains uncured thirty (30) days after written notice specifying the breach, provided that certain breaches that are not curable by monetary payment (including breaches of confidentiality or data security obligations) may be terminated immediately upon written notice. Termination shall not relieve Client of the obligation to pay for services properly performed and documented through the effective date of termination.

CONFIDENTIALITY

Each party (the "Receiving Party") agrees to maintain in confidence all Confidential Information disclosed by the other party (the "Disclosing Party") and to use such Confidential Information only for the performance of this Agreement. "Confidential Information" includes non-public business information, trade secrets, technical data, pricing, vendor lists, and any information designated as confidential or that reasonably should be understood to be confidential given its nature.

The Receiving Party shall limit disclosure of Confidential Information to those employees, subcontractors, or agents who have a need to know and who are bound by confidentiality obligations at least as restrictive as those in this Agreement. Confidential Information does not include information that: (a) is or becomes publicly available through no act or omission of the Receiving Party; (b) is rightfully received from a third party without breach of an obligation of confidentiality; (c) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information; or (d) is required to be disclosed by law, regulation, or court order, provided that the Receiving Party gives prompt written notice to the Disclosing Party to allow intervention or protective measures.

Upon termination or expiration of this Agreement, the Receiving Party shall return or destroy, at the Disclosing Party’s election, all Confidential Information and certify in writing the disposition of such material, except for one archival copy retained solely for compliance purposes.

GOVERNING LAW

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

ENTIRE AGREEMENT; MISCELLANEOUS

This Agreement, including all attachments and documents incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. No amendment, modification, or waiver of this Agreement will be effective unless in writing and signed by authorized representatives of both parties.

Neither party may assign this Agreement without the prior written consent of the other, except that Client may assign to an affiliate or in connection with a merger, sale of substantially all assets, or change of control. Vendor may not subcontract material obligations under this Agreement without Client's prior written consent, which shall not be unreasonably withheld.

NOTICES

All notices required or permitted under this Agreement shall be in writing and sent to the addresses below by certified mail, overnight courier, or personal delivery, and shall be effective upon receipt.

INSURANCE; INDEMNIFICATION

Vendor shall maintain insurance coverage customary for the services provided, including commercial general liability and, where applicable, professional liability and workers' compensation. Vendor agrees to indemnify, defend and hold harmless Client from and against any and all claims, liabilities, losses, expenses, and damages arising out of Vendor's negligence, willful misconduct, or breach of this Agreement, except to the extent caused by Client's negligence or willful misconduct.

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