Business Contract Template - North Dakota

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CONTRACT
The parties to this contract (Contract) are the state of North Dakota, acting through its
Department/Office
(STATE), and
Name of Business a type of business (e.g.
Delaware corporation or privately held company)
having its principal place of
business at
principal business address
(CONTRACTOR);
SCOPE OF WORK
CONTRACTOR, in exchange for the compensation paid by STATE under this Contract,
shall provide the following services:
______________________________________________________________________
______________________________________________________________________
______________________________________________________________________
______________________________________________________________________
[Describe what is to be done under the contract. If the description is too vague, it
will be difficult for the state to enforce the contract or establish a breach of
contract by the contractor. If the Scope of Work is a lengthy document, you may
consider referencing the Scope of Work as a separate exhibit at the end of the
contract.]
COMPENSATION
Contractual Amount
STATE shall pay for the accepted services provided by CONTRACTOR under this
Contract an amount not to exceed
<amount>
(Contractual Amount).
The Contractual Amount is firm for the duration of the Contract and constitutes the
entire compensation due CONTRACTOR for performance of its obligations under
this Contract, unless amended, regardless of the difficulty, materials or equipment
required, including fees, licenses, overhead, profit and all other direct and indirect
costs incurred by CONTRACTOR, except as provided by an amendment to this
Contract.
Payment
1)
Payment made in accordance with this Compensation section shall
constitute payment in full for the services and work performed and the
deliverables and work(s) provided under this Contract and CONTRACTOR
shall not receive any additional compensation hereunder.
2)
STATE shall make payment under this Contract within forty-five (45)
calendar days after receipt of a correct invoice.
CONTRACT
The parties to this contract (Contract) are the state of North Dakota, acting through its
Department/Office
(STATE), and
Name of Business a type of business (e.g.
Delaware corporation or privately held company)
having its principal place of
business at
principal business address
(CONTRACTOR);
SCOPE OF WORK
CONTRACTOR, in exchange for the compensation paid by STATE under this Contract,
shall provide the following services:
______________________________________________________________________
______________________________________________________________________
______________________________________________________________________
______________________________________________________________________
[Describe what is to be done under the contract. If the description is too vague, it
will be difficult for the state to enforce the contract or establish a breach of
contract by the contractor. If the Scope of Work is a lengthy document, you may
consider referencing the Scope of Work as a separate exhibit at the end of the
contract.]
COMPENSATION
Contractual Amount
STATE shall pay for the accepted services provided by CONTRACTOR under this
Contract an amount not to exceed
<amount>
(Contractual Amount).
The Contractual Amount is firm for the duration of the Contract and constitutes the
entire compensation due CONTRACTOR for performance of its obligations under
this Contract, unless amended, regardless of the difficulty, materials or equipment
required, including fees, licenses, overhead, profit and all other direct and indirect
costs incurred by CONTRACTOR, except as provided by an amendment to this
Contract.
Payment
1)
Payment made in accordance with this Compensation section shall
constitute payment in full for the services and work performed and the
deliverables and work(s) provided under this Contract and CONTRACTOR
shall not receive any additional compensation hereunder.
2)
STATE shall make payment under this Contract within forty-five (45)
calendar days after receipt of a correct invoice.
Payment of an invoice by STATE will not prejudice STATE’s right to object
3)
to or question that or any other invoice or matter in relation thereto.
CONTRACTOR's invoice will be subject to reduction for amounts included in
any invoice or payment made which are determined by STATE, on the basis
of audits conducted in accordance with the terms of this Contract, not to
constitute allowable costs. At STATE’s sole discretion, all payments shall be
subject to reduction for amounts equal to prior overpayments to
CONTRACTOR.
4)
For any amounts that are or will become due and payable to STATE by
CONTRACTOR, STATE reserves the right to deduct the amount owed from
payments that are or will become due and payable to CONTRACTOR under
this Contract.
Note: In the event that your contract will allow for separately billed travel
expenses (i.e.: outside of fixed price contract). Modify or delete the following
clauses as applicable:
Travel
CONTRACTOR acknowledges travel costs are covered by the Contractual Amount
and shall not invoice STATE for travel costs.
OR
STATE shall reimburse CONTRACTOR for expenses related to travel at amounts
not to exceed those outlined below:
1)
Lodging: Reimbursement shall not exceed the then-current, published
GSA rate for the travel location. Copies of receipts are required for lodging
reimbursement. STATE shall not reimburse for incidental and
miscellaneous expenses charged to the room, including, but not limited to,
alcohol, telephone charges, or entertainment (e.g., movies, room service).
2)
Transportation: Air travel shall be reimbursed by STATE at the actual
cost of air fare for coach class travel only. CONTRACTOR shall make air
travel arrangements at least fourteen (14) days in advance whenever
possible. Reimbursement for rented, chartered, or contracted vehicle
transportation shall be limited to reasonable rates as determined by
STATE.
3)
Meals: Meals shall be paid on a per diem basis for each day of travel at
then-current, published GSA per diem rate for the travel location. Per diem
for the first and last day of travel shall be paid at seventy-five percent
(75%) of the GSA per diem rate. Requests for per diem payments must
include the start and end dates of travel, the location where the services
are performed, and the allowable per diem amount for each trip on the
billing/invoice.
Payment for any travel expenses that exceed the travel budget as agreed upon by the
parties must be approved by STATE’s project manager.
Prepayment
STATE will not make any advance payments before performance by
CONTRACTOR under this Contract.
Payment of Taxes by STATE
STATE is not responsible for and will not pay local, state, or federal taxes. STATE
sales tax exemption number is E-2001. STATE will furnish certificates of exemption
upon request by the CONTRACTOR.
Taxpayer ID
CONTRACTOR’S federal employer ID number is: ____________.
Purchasing Card
STATE may make a payment using a government credit card. CONTRACTOR will
accept a government credit card without passing the processing fees for the
government credit card back to STATE.
TERM OF CONTRACT
This Contract begins on
[Month, Day], 20[Year] or its effective
date, and ends on
[Month, Day], 20[Year].
No Automatic Renewal
This Contract will not automatically renew.
Note: Any exercise of an Extension, Renewal, or Renegotiation requires a written
contract amendment identifying the amended terms and conditions. Contract
amendments should be drafted in consultation with an agency’s assigned legal
counsel.
Extension Option
Note: An Extension provision is a brief period of time used to wrap up ongoing
work that could not be completed by the end of the contract. It may also be used
when all renewal options have been exercised and additional time is needed to
close out the Contract.
STATE reserves the right to extend the Contract for an additional period of time, not
to exceed _____ months, beyond the current termination date of the Contract.
Renewal Option
Note: A Renewal provision is normally used when a multi-year contract is
anticipated. The renewal provision allows the contract to be renewed for
additional terms after the completion of the initial contract period.
STATE may renew this Contract upon satisfactory completion of the initial Contract
term. STATE reserves the right to execute up to _____options to renew this Contract
under the same terms and conditions for a period of _____ months each.
Renegotiation Option
Note: A Renegotiation option would normally be used for a strategic
solution/product, for example a critical line-of-business application that is
expected to be used for an extended period of time and where it is in the state’s
best interest to have the ability to renegotiate the contract. Renegotiation occurs
after completion of the initial term and any extensions and renewals.
In view of the fact that it is unknown how long the products and services will be
employed by STATE and that STATE will require ongoing maintenance and support
of the products for as long as the system is operational, therefore after completion of
the initial term of the Contract including any extensions and renewals, STATE and
CONTRACTOR may renegotiate the Contract upon mutual agreement of the parties.
TIME IS OF THE ESSENCE
Note: Generally, if time is not of the essence, reasonable delay in performance
does not constitute a material breach; unreasonable delay constitutes a material
breach. If time is not of the essence, DELETE this clause.
CONTRACTOR hereby acknowledges that time is of the essence for performance
under this Contract unless otherwise agreed to in writing by the parties.
TERMINATION
Termination by Mutual Agreement
This Contract may be terminated by mutual consent of both parties executed in
writing.
Termination without Cause
STATE may terminate this Contract in whole or in part when it has determined that
continuing the Contract is no longer necessary or would not produce beneficial
results commensurate with the further expenditure of public funds.
Termination for Lack of Funding or Authority
STATE by written notice to CONTRACTOR, may terminate the whole or any part of
this Contract under any of the following conditions:
1)
If funding from federal, state, or other sources is not obtained and
continued at levels sufficient to allow for purchase of the services or
supplies in the indicated quantities or term.
2)
If federal or state laws or rules are modified or interpreted in a way that the
services are no longer allowable or appropriate for purchase under this
Contract or are no longer eligible for the funding proposed for payments
authorized by this Contract.
3)
If any license, permit, or certificate required by law or rule, or by the terms
of this Contract, is for any reason denied, revoked, suspended, or not
renewed.
Termination of this Contract under this subsection is without prejudice to any
obligations or liabilities of either party already accrued prior to termination.
Termination for Cause.
STATE may terminate this Contract effective upon delivery of written notice to
CONTRACTOR, or any later date stated in the notice:
1)
If CONTRACTOR fails to provide services required by this Contract within
the time specified or any extension agreed to by STATE; or
2)
If CONTRACTOR fails to perform any of the other provisions of this
Contract, or so fails to pursue the work as to endanger performance of this
Contract in accordance with its terms.
The rights and remedies of STATE provided in this subsection are not exclusive and
are in addition to any other rights and remedies provided by law or under this
Contract.
FORCE MAJEURE

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