Time and Materials Agreement
This Time and Materials ("Agreement") is made and entered into between theCompany (Name) , whose address is Company (Address (multi-line)) (the "Company") and Consultant (Address (multi-line)) ("Consultant"), whose address is Consultant (Address (multi-line)).
Scope of Work.
Consultant agrees to provide work to the Company in accordance with a Task Order Agreement, attached hereto as Exhibit A (the "Work").
Time of Commencement and Completion of Work.
The term of this agreement shall be Initial term length and shall terminate Initial term length from the date of contract execution. The parties, however, may agree to extend this Agreement for Renewal terms additional Renewal term length terms. Consultant and the Company's Representative must agree upon any extensions of this Agreement in writing.
Consultant Responsibility.
The Company shall not oversee the work of the Consultant or instruct the Consultant on how to perform the Work. Consultant shall be responsible for the professional quality, technical accuracy, timely completion and coordination of all studies, reports and other work rendered. Consultant is responsible for providing his or her own training and tools for performance of the Work. Without additional compensation, and without limiting the Company's remedies, Consultant shall promptly remedy and correct any errors, omissions or other deficiencies in the Work. Consultant represents that all Work performed under this Agreement shall be performed with the usual thoroughness and competence and in accordance with the standard of care of Consultant's profession prevailing in Standard of care state .
Confidentiality of Information.
The Consultant shall retain in strictest confidence all information furnished by the Company and the results of any reports or studies conducted as a result of this Agreement, along with all supporting work papers and any other substantiating documents. The Consultant shall not disclose such information to others without the prior written consent of the Company's Representative.
Ownership of Work Product.
All printed material and electronic documents produced as a result of work performed under this Agreement shall be the sole property of the Company and may not be used, sold, or disposed of in any manner without prior written approval of the Company's Representative. All such work products shall be turned over to the Company upon completion of the project upon receipt of full payment by Consultant. The Consultant may retain one copy of all documents prepared under this Agreement. Any reuse by the Company of documents prepared hereunder by Consultant, other than for purposes related to performance of this Agreement, shall be at the Company's sole risk.
Compensation.
In consideration of performance of the Work by Consultant, the Company shall compensate Consultant as described in each Task Order Agreement to be entered into by the parties subsequent to this Agreement. Each Task Order Agreement shall comply with the Company's executive guidelines with regard to spending authority. Total compensation to be paid for each Task Order shall be negotiated and shall appear on each executed Task Order Agreement using the Consultant's Price Proposal (Exhibit B) incorporated by reference herein.
Invoices.
If the compensation described in a Task Order Agreement is based on an hourly rate, the Consultant shall provide invoices each month for work accomplished through the last day of the preceding month. For compensation based on lump sum or payment for deliverables, the Consultant shall provide an invoice upon completion of the Work or the deliverable product. If agreed upon by the Company's Representative, the Consultant may provide an invoice for the percent of work completed for lump sum agreements. Consultant must submit documentation supporting the charges in the invoice, which must be consistent with the Task Order budget, and must include both the Agreement number and the Task Order number on each invoice. Consultant agrees to provide all Agreement invoices per the standard invoice template provided to the Consultant by the Company at the time of Task Order Agreement negotiation.
Payment.
Payments shall be based upon Consultant's verified progress in completing the Work. Unless Consultant has not properly performed the Work, invoices will be paid within Payment period of receipt. The Company shall have the right to refuse to pay all or a portion of an invoice that is inconsistent with this Agreement. The Company may delay payment until it can verify the accuracy of the invoice, obtain releases or waivers with respect to work covered in the invoice, or resolve a dispute with Consultant regarding an invoice. Checks shall be made payable to the trade or business of Consultant. According to this Section, the Company shall pay all undisputed portions of an invoice, but may withhold payment for disputed portions of an invoice. The Company will not issue payments unless Consultant has current insurance coverage.
Company's Audit Rights.
The Company shall have the right to audit the account books and other records of Consultant related to the Work at any time during the period of this Agreement and for Record retention period after the completion of the Work. Consultant shall retain all such account books and records for at least Record retention period after the completion of the Work. Consultant shall refund to the Company any charges determined by the Company's audit to be inconsistent with this Agreement.
Changes in Work.
The Company shall have the right to order additions, deletions, or changes in the Work at any time, so long as such changes are within the general scope of work covered by the Task Order Agreement. Requests for material changes in the Work may be made by the Company's Representative orally or in writing; provided, however, that oral requests shall be confirmed by a written request within Oral changes confirmation period after the oral request and changes requiring additional compensation may require a written amendment to the Task Order Agreement and Company approval. If the Company directs the Consultant to proceed with a material change, the Consultant shall be paid for the change as agreed to by the parties.
Independent Contractor.
Nothing herein shall be construed to make Consultant an agent or employee of the Company for any purpose. Consultant shall in all respects be an independent contractor of the Company in its performance of the Work. Consultant and its employees and subcontractors shall in no way represent themselves to third parties as agents or employees of the Company in performance of the Work. Nothing in this Agreement shall require Consultant to work exclusively for the Company during its term.
No Unemployment Insurance or workers' Compensation benefits.
Consultant is not entitled to unemployment insurance or workers' compensation benefits as a result of performance of the work for the company. Consultant is required to provide workers' compensation and unemployment insurance benefits for its employees or subcontractors, or must require its subcontractors to provide the same for their employees.
Payment of Taxes.
Consultant is solely liable for any federal and state income and withholding taxes, unemployment taxes, fica taxes and workers' compensation payments and premiums applicable to this agreement or any work provided. Consultant shall indemnify the company for any liability resulting from nonpayment of such taxes and sums.
Insurance.
Consultant shall maintain the following insurance in full force and effect during the full term of this Agreement. Consultant shall provide to the Company certificates of insurance (and renewals thereof) demonstrating that the following insurance requirements have been met.
Commercial general liability insurance with limits not less than CGL per occurence per occurrence and CGL aggregate aggregate.
Professional liability insurance with limits not less than Professional liability limit per claim covering all licensed professionals performing Work under this Agreement.
Worker’s Compensation Insurance in amounts of not less than as required in accordance with applicable law.
All self-insured retentions or deductibles must be declared and approved by the Company.
Cancellation notice advance notice of cancellation shall be provided to the Company, except forNon-payment cancellation period notice for cancellation due to non-payment of premium.
Consultant shall provide copies of insurance policies upon request of the Company and in redacted form if necessary to protect confidential information.
The Company reserves the discretion to accept alternative types of insurance if the Company deems such alternatives to be sufficiently protective of its interests.
Computer Security.
Consultant acknowledges that he, she or an employee of Consultant may use the Company's computer or telecommunication resources to fulfill the terms of this Agreement. Consultant agrees that he, she or any of Consultant's employees who are required to use such resources will abide by the Company's policies and guidelines governing the use of these resources.
Compliance with Laws.
In performing this Agreement, Consultant shall comply with all applicable laws, rules, and regulations, including, but not limited to, the laws in Standard of care state prescribing worker’s compensation.
Safety and Security:
The Consultant shall follow reasonable safety and occupational health measures in performance of this contract. The Consultant shall comply with all federal, state, and local laws applicable to safety and occupational health. Further, the Consultant must comply with safety and occupational health standards, specifications, reporting and any other relevant requirements.
The Consultant will follow all of the Company's security procedures.
The Consultant is required to check in with the Company's Security personnel at each location, where applicable.
The Consultant is required to have and/or wear appropriate identification at all times while on the Company's premises.
The Consultant will notify the Company's Security in advance with the name of the delivery person and the approximate time of arrival.
Nondiscrimination.
The Consultant expressly agrees not to discriminate against any employee, applicant for employment, or potential subcontractor or supplier because of race, color, religion, age, national origin, gender, sexual orientation, military status, marital status, or disability. The Consultant shall comply with all applicable state and federal laws with regard to equal employment opportunity.
Liability.
The Consultant agrees to provide a defense and pay any damages and costs for any liability or claim of whatever nature arising in any way out of this Agreement, to the extent caused by any negligent or wrongful act or omission of the Consultant or the Consultant's officers, subcontractors or employees in the performance of its services hereunder.
Acceptance Not Waiver.
The Company's approval of studies, drawings, designs, plans, specifications, reports, computer programs and other work or materials shall not in any way relieve Consultant of responsibility for the technical accuracy of the Work. The Company's approval or acceptance of, or payment for, any Work shall not be construed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement.
Termination or Suspension.
The Company reserves the exclusive right to terminate or suspend all or any portion of the Work by giving Termination notice written notice to the Consultant. If any portion of the project shall be terminated or suspended, the Company shall pay the Consultant equitably for all Work properly performed pursuant to this Agreement. If the project is suspended and the Consultant is not given an order to resume work within Automatic termination period from the effective date of the suspension, this Agreement will be considered terminated. Upon termination, the Consultant shall immediately deliver to the Company any documents then in existence that have been prepared by the Consultant pursuant to this Agreement.
Default.
Every term and condition of this Agreement shall be deemed to be a material element of this Agreement. In the event either party should fail or refuse to perform according to the material terms of this Agreement, such party may be declared in default by the other party by a written notice.
Remedies.
In the event a party has been declared in default, such defaulting party shall be allowed a period of Default cure period within which to correct, or commence correcting, the default. In the event that the default has not been corrected or begun to be corrected, or the defaulting party has ceased to pursue the correction with due diligence, the party declaring default may elect to (a) terminate the Agreement and seek damages; (b) treat the Agreement as continuing and require specific performance; or (c) avail itself of any other remedy at law or equity. In the event Consultant fails or neglects to perform the Work in accordance with this Agreement, the Company may elect to correct such deficiencies and charge Consultant for the full cost of the corrections.
Force Majeure.
The parties shall not be responsible for any failure or delay in the performance of any obligations under this Agreement caused by acts of God, flood, fire, war or public enemy or any circumstances beyond the reasonable control of either party.
Assignment and Subcontractors.
Consultant shall not assign to any other person or firm the performance of any of the Work without the prior written approval of the Company's Representative. All work under this Agreement shall be performed under Consultant's direct supervision and control. This Agreement shall bind and inure to the benefit of the parties and their respective successors and assigns. This Agreement is intended to benefit only the parties, and neither subcontractors nor suppliers of Consultant nor any other person or entity is intended by the parties to be a third party beneficiary of this Agreement.
Governing Law and Venue.
This Agreement shall be deemed performable in the Disputes venue , notwithstanding that the parties may find it necessary to take some action under this Agreement outside the Disputes venue . Venue for any dispute resulting in litigation shall be in Disputes venue . This Agreement shall be governed by and construed under the laws of the State of Governing law state.
Notice.
All notices required to be given under this Agreement shall be in writing and shall be deemed to have been duly given (a) when delivered personally to the other party; or (b) Mail delivery after posting in the mail or (c) when sent by facsimile transmission and receipt is confirmed by return facsimile transmission.
Entire Agreement.
This Agreement constitutes the entire agreement between the Company and Consultant and replaces all prior written or oral agreements and understandings. It may be altered, amended or repealed only by a duly executed written instrument.
Effective Date.
This Agreement shall become effective on the date it is signed by the appropriate representative of the Company.
Responsibility of Consultant
Consultant shall perform its Services in accordance with generally accepted standards and practices customarily utilized by competent Type of consulting firm firms in effect at the time Consultant's Services are rendered.
If Consultant's performance of services hereunder requires Consultant to rely on information provided by other parties (except Consultant's subcontractors), Consultant shall not independently verify the validity, completeness, or accuracy of such information unless otherwise expressly engaged to do so in writing by the Company.
In Witness Whereof the Parties have executed this Master Purchase Agreement by and through their duly authorized representatives on the date first above written.
Company (Name)
Company signatory name
Company signatory title
Consultant (Name)
Consultant signatory name
Consultant signatory title
Exhibit 1
Task Order Agreement
A minimum of the following information shall be provided for each Task Order:
Scope of Work
Responsibilities of the Consultant
Responsibilities and expectations of the Board
Detail on Task Order deliverables by phase
Details on each phase of the Work, including assumptions
A list of items or tasks not included in the Work
Detailed list of project workshops along with major topics for each workshop
Budget
Budget items detailed into work phases consistent with the Scope of Work
Budgets for project workshops
Hourly charges consistent with the Price Proposal (Exhibit B to the Agreement, which is incorporated herein by this reference.)
Price details on all anticipated Task Order charges, including Other Direct Costs
Complete pricing for all deliverables
Schedule
Schedule items detailed into work phases consistent with the Scope of Work
Dates for workshops identified in
Clear identification of milestones
Clear identification of internal Consultant Quality Control reviews
Clear identification of deliverable completion and submittal dates
Project Management Plan
Identification of Project Manager and Project Team
Signature of Authorized Representative that Project Manager and Team will not be reassigned off the Work without prior written authorization by the Board's Representative
Task Order Quality Control plan, including Quality Control personnel
Statement that Quality Control procedures and the Project Procedures Manual will be followed in Task Order execution
Exhibit B
Price Proposal
{This Price Proposal sets forth the fully burdened hourly and such other billing rates for all personnel who may perform work under the Agreement. These rates include all direct labor, indirect costs (overhead), and profit}
