Workbook for RFR

WORKBOOK FOR RFR

Parties and Project Identification

Client Name:    Service Provider Name:

Project Title:    RFR Reference / ID:

Recitals

WHEREAS, Client requires the preparation of materials, data, and analyses to support a Request for Review (RFR) process related to the Project Title set forth above; and

WHEREAS, Service Provider represents that it has the necessary experience, personnel, and resources to perform the services described in this Workbook for RFR; and

WHEREAS, the parties wish to document scope, schedule, compensation, confidentiality, and termination terms in a binding business agreement reflected in this Workbook for RFR, effective as of the Effective Date set forth below.

Effective Date:

Scope of Work

The Service Provider shall perform the work necessary to assemble, review, and submit all deliverables required for the RFR as set forth in this Scope of Work. The Scope shall include task descriptions, milestones, and responsible personnel. The parties may attach supplemental schedules as appendices to this Workbook.

Deliverables and Schedule

Use the fields below to itemize principal deliverables and target completion dates. Dates entered are target deadlines; any change must be documented in writing and countersigned by authorized representatives.

Payment Terms

Compensation and invoicing shall be governed by the provisions below. All amounts are exclusive of applicable taxes unless otherwise stated.

Term and Termination

The term of this Workbook shall commence on the Start Date and continue until the End Date unless earlier terminated in accordance with this section.

Start Date:    End Date:

Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches any obligation and fails to cure such breach within the notice period set forth above. Termination shall not relieve the Client of liability for fees for services performed through the effective termination date nor for unreimbursed expenses incurred.

Confidentiality

Each party acknowledges that in connection with this Workbook it may receive Confidential Information of the other party. "Confidential Information" means non-public information disclosed in written, electronic, or oral form 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 recipient shall: (a) use Confidential Information solely to perform its obligations under this Workbook; (b) restrict disclosure to those employees, contractors, and agents who have a need to know; and (c) employ reasonable safeguards to protect the Confidential Information. The obligations in this section shall not apply to information that is or becomes publicly available through no breach by the recipient, that is independently developed by the recipient without use of the discloser's Confidential Information, or that is required to be disclosed by law, provided the recipient uses reasonable efforts to give the discloser notice and an opportunity to seek protective relief.

Acknowledged and bound by Confidentiality terms: I acknowledge the confidentiality obligations set forth above

Representations; Compliance

Each party represents that it has full authority to enter into this Workbook and that its performance will comply with all applicable laws, regulations, and professional standards. Service Provider represents that services will be performed in a professional and workmanlike manner consistent with industry standards.

Governing Law and Dispute Resolution

This Workbook shall be governed by and construed in accordance with the laws of the State of without regard to conflicts of law principles. The parties agree that disputes arising under this Workbook shall be subject to the exclusive jurisdiction of the state and federal courts located within that jurisdiction unless the parties mutually agree in writing to another forum.

Entire Agreement; Amendments

This Workbook, including any attachments and executed amendments, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations, and communications, whether written or oral. Any modification or amendment must be in writing and signed by authorized representatives of both parties.

Miscellaneous Provisions

Severability: If any provision of this Workbook is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Waiver of any provision shall not constitute a waiver of any other provision or subsequent breach. Neither party may assign this Workbook without the prior written consent of the other, except that either party may assign to a successor entity in connection with a merger or sale of substantially all of its assets.

Administrative Contacts

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