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GSA Teaming Agreement

Between

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______

Agreement dated ______and effective as of that date between ______hereafter (Purchaser) having a place of business at ______and ______(Vendor) having a place of business at ______.

Whereas, Purchaser and Vendor wish to team together, pursuant to the provisions of the FAR subpart 9.6, to prepare/incorporate pricing using ______’s GSA Schedule Number(s)______, ______, and ______for submission to the federal government on specific GSA quotes/orders with Purchaser acting as the Prime Contractor and the Vendor acting as the supplier.

AGREEMENT

PRODUCTS:

The products covered by this Agreement shall be those products, parts, components and accessories listed from ______’s Schedule Contract No. ______, ______, and ______, which are set forth in Exhibit A attached hereto (referred to collectively as “Products”).

TERM OF AGREEMENT

This Agreement shall commence on the Effective Date set forth above and end on ______, unless sooner terminated pursuant to the Termination Section below. The term of this agreement may be extended by mutual written agreement of both parties. The ordering period for the products shall not extend beyond the term of the ______’s GSA Schedule Contract.

TERMINATION

Either party may terminate this Agreement with thirty–(30) days written notification to the other party for the following reasons: (1) Termination for Convenience, (2) Breach of this Agreement.

CONFIDENTIALITY

The parties agree that information contained in this agreement is to be held in confidence. Any disclosure is prohibited without execution of a separate agreement governing its use. Purchaser recognizes that the Vendor has developed and will continue to develop techniques and methods to provide products for its clients and that the Vend or regards its technologies and methods as trade secrets. Purchaser agrees that it will not divulge to any other person, firm, governmental entity, or corporation any information acquired by it during the term of this agreement relating to or concerning any phase of the business or operation of the Vendor or its customers.

GSA SCHEDULE TERMS AND CONDITIONS

The parties expressly agree that the terms and conditions of the ______GSA Schedule contract shall be applicable to orders placed under this agreement.

ORDERING

All GSA orders awarded under this Teaming Agreement must be copied to ______along with a valid Purchase Order from ______for the products on the GSA award. All orders must be placed to:______, ______, P.O.C. ______(phone:______).

PRICING

All quotes/orders referencing Contract No. ______, ______, and ______must not exceed the current GSA Schedule prices.

INDUSTRIAL FUNDING FEE

Vendor will report the revenue quarterly to the GSA, and will have the sole responsibility for paying the IFF.

WARRANTIES

No warranties express or implied, apply to this agreement or anything furnished hereunder. Except as provided herein, in no event will either party be liable for any indirect, special, consequential, or punitive damages in connection with or arising out of the performance of this agreement or the use of any item of confidential and proprietary information.

ASSIGNMENT

This agreement is specific to the parties hereto, and neither party may assign or transfer its interest without the prior written consent of the other party, which consent shall not be unreasonably withheld.

ENTIRE AGREEMENT

This agreement sets for the entire Agreement and understandings between Purchaser and Supplier as to the subject matter of this agreement and supersedes, cancels, and merges all agreements, negotiations, commitments, writings, and discussions between them as to the subject matter prior to the date of execution of this Agreement; and neither of the parties shall be bound by any conditions, definitions, warranties, or representations with respect to such subject matter, other than as expressly provided in this Agreement or as duly set forth on or subsequent to the date of execution hereof in writing and signed by a proper and duly authorized officer of the party to be bound thereby.

AGREED TO:

______

By:______By:______

(Authorized Signature) (Authorized Signature)

______

Date:______Date:______