[TITLE] AGREEMENT THIS [TITLE] AGREEMENT (Agreement) is made and entered into between the [NAME OF QSSB] (QSSB), [ADDRESS], and [NAME OF CONTRACTOR] (Contractor), [ADDRESS]. WHEREAS, QSSB is a qualified state soybean board pursuant to the Soybean Promotion, Research, and Consumer Information Act, 7 U.S.C.A. §§ 6301-6311 (1999)(the Act) and the Soybean Promotion, Research, and Consumer Information Order, 7 CFR Part 1220 (2000)(the Order); and WHEREAS, QSSB desires certain [GOODS OR SERVICES] and Contractor can provide such goods or services; NOW, THEREFORE, for good and valuable consideration that the parties acknowledge is sufficient, the parties covenant and agree as follows: SECTION 1. PROJECT & COMPENSATION. 1.1 Project. a. Description. Contractor shall provide [DESCRIPTION OF THE GOODS OR SERVICES] as set forth in greater detail in Attachment A. Contractor may subcontract with persons or entities to perform its obligations under this Agreement, provided, however, that all subcontracts are consistent with this Agreement and approved by QSSB. b. Deliverables. Contractor shall provide deliverables as detailed and itemized in the scope of work. c. Reports. Contractor agrees to furnish Agency with [MONTHLY/QUARTERLY] progress reports summarizing the work and expenditures for the reporting period. Within 30 days of the termination of this Agreement, Contractor shall submit a final report describing all expenditures, finished and unfinished work, results and conclusions. 1.2. Compensation. a. Fees. In exchange for Contractor’s services, QSSB shall pay Contractor $[AMOUNT] in fees (hereinafter, Fees). b. Reimbursable Expenses. QSSB shall reimburse Contractor for reasonable, ordinary and necessary expenses incurred by Contractor (Reimbursable Expenses), including without limitation [LIST ANY PARTICULAR EXPENSES THAT WILL BE COVERED]. Unless otherwise provided in this Agreement, all travel plans must be submitted along with an estimated travel budget to QSSB prior to any trip. QSSB shall promptly respond with an approval, denial or modifications. QSSB shall not pay any overhead expenses, and Contractor shall bill QSSB for Reimbursable Expenses at its actual cost. QSSB shall not pay Contractor Reimbursable Expenses in excess of $[AMOUNT]. c. Total Costs. Total Fees and Reimbursable Expenses shall not exceed $[AMOUNT]. 1.3. Terms of Payment. Contractor shall submit [MONTHLY/QUARTERLY] invoices for Fees and Reimbursable Expenses. Invoices shall describe services performed during the period covered by the invoice and shall itemize all Reimbursable Expenses. Contractor shall provide all documentation necessary to verify the Reimbursable Expenses. 1.4. Term. This Agreement shall commence as of [INSERT DATE OR THE LATEST DATE APPEARING BELOW] and shall terminate on [DATE]. If Contractor begins to perform prior to the effective date of this Agreement, Contractor does so at its own risk. SECTION 2. TERMS AND CONDITIONS. 2.1. Confidentiality. a. Without the other party’s prior written consent, a party and its member, partners, officers, Directors, employees, agents and representatives shall not disclose any materials or information learned from or provided by the other party (hereinafter, Confidential Information). Each party shall use Confidential Information only for the purposes authorized by this Agreement and shall disclose it only to those members, officers, Directors, employees, agents and representative necessary to provide services under this Agreement. Confidential Information shall not include materials or information that: (i) is or becomes publicly available other than by unauthorized disclosure; (ii) was known to a party prior to the other party disclosing it; (iii) is or becomes known to a party from a third-party source that has no obligation to keep such information confidential; and (iv) is independently developed by a party without using Confidential Information. If a party must disclose Confidential Information pursuant to a judicial, governmental, or administrative order or requirement, it shall promptly notify the other party, inform the court, government body or administrative agency of the confidential nature of the information or materials and assert any applicable privilege or defense. This confidentiality obligation shall survive termination of this Agreement. b. The parties agree that any breach of this Section 2.1 shall constitute irreparable harm to the non-breaching party, who shall be entitled to injunctive relief, in addition to any other remedies it may have at law or in equity. 2.2. Change Orders. QSSB may, in its sole discretion, modify, reject, cancel or stop any and all plans, schedules or work in progress (hereinafter, Change Orders). QSSB may issue oral or written Change Orders, and Contractor shall take immediate steps to comply. QSSB shall confirm oral Change Orders in writing within three (3) business days. If, prior to receiving a Change Order, Contractor enters into any Board-approved subcontract that is affected by the Change Order, Contractor shall, at QSSB’s direction, terminate the subcontract or assign it to QSSB. QSSB shall hold Contractor harmless from any losses resulting from such contracts, except for losses due to Contractor’s negligence, willful misconduct or breach of such contract. Nothing in this section affects the termination provisions in Section 2.7. 2.3. Maintenance of Records. a. Contractor shall keep accurate records, books, documents and papers (collectively, Records), involving transactions related to this Agreement and retain such Records for at least three years beyond the last fiscal year to which they apply. QSSB and the Secretary of the U.S. Department of Agriculture (USDA) or their duly authorized representatives may inspect, copy and audit Records during regular business hours. If prior to the end of the three-year period any audit, litigation or other action is started for which the Records might reasonably be required, Contractor shall keep the Records until all issues arising out of the audit, litigation or other action are resolved. b. Contractor shall include in all subcontracts related to this Agreement a provision requiring the subcontractor to retain Records for at least three (3) years after termination of the subcontract or final payment under the subcontract, whichever is later. The provision shall provide that QSSB and USDA or their duly authorized representatives may inspect, copy and audit such Records. In addition, subcontracts shall require the subcontractor to continue to maintain Records that might reasonably be required for any audit, litigation or other action started prior to the end of the three-year retention period until all issues arising out of the audit, litigation or other action are resolved. The term “subcontract” as used in this section excludes (i) purchase orders less than $2,500 and (ii) subcontracts or purchase orders for public utility services at rates applied uniformly to the general public. 2.4. Indemnification. a. Contractor agrees to indemnify and hold harmless QSSB and USDA and their affiliates, members, officers, Directors, agents and employees against all losses, damages, liabilities, costs or expenses, including reasonable attorneys’ fees (collectively, Losses), resulting from all claims, proceedings, investigations or actions (collectively, Claims) arising out of or in connection with this Agreement and the services rendered by Contractor. This indemnification obligation shall survive the expiration or termination of this Agreement. b. QSSB agrees to indemnify and hold harmless Contractor against all Losses resulting from Claims arising out of or in connection with products, information, materials, or representations concerning QSSB, or its services or products, supplied by or on behalf of QSSB to Contractor (except to the extent that Contractor alters such products, materials or representations without QSSB’s knowledge or permission). This indemnification obligation shall survive the expiration or termination of this Agreement. 2.5. Ownership, Releases & Consents. a. QSSB shall own all title, rights and interest in and to any trademarks, patents, goods, processes, materials, inventions, discoveries or information, and all associated intellectual property rights, developed as a result of this Agreement (New Materials). Contractor shall maintain all records necessary to establish QSSB’s proprietary rights in New Materials. Contractor shall promptly disclose to QSSB any New Materials. b. Each party shall retain all title, rights and interest in and to preexisting trademarks, patents, goods, processes, materials or information and associated intellectual property rights (Proprietary Materials) that it owns and that are incorporated into New Materials. Each party agrees not to challenge the other party’s ownership or control of any Proprietary Materials. c. Except as otherwise may be provided in this Agreement, Contractor hereby grants to QSSB a non-exclusive, royalty-free right to use the any of Contractor’s Proprietary Materials in connection with the services provided under this Agreement. Contractor hereby grants QSSB a perpetual, irrevocable, worldwide, royalty-free license to use any Proprietary Materials incorporated into New Materials to the extent necessary for QSSB to freely exercise all its rights in the New Materials. d. Contractor shall not disclose any New Materials except as permitted by this Agreement or as directed in writing by QSSB. Contractor shall submit New Materials to QSSB no less than two (2) weeks prior to any proposed disclosure permitted by this Agreement. e. Contractor shall secure for QSSB all rights in any third party’s Proprietary Materials, including, without limitation, all necessary consents and releases for artwork, photography, footage, talent, trademarks, names, slogans, materials or information used by Contractor or incorporated into New Materials in accordance with this Agreement. QSSB shall secure the rights to any third party’s Proprietary Materials included in any materials or information that QSSB furnishes to Contractor under this Agreement. Contractor shall make reasonable inquiries, including, without limitation, conducting trademark searches, and prior to using any Proprietary Materials that QSSB does not provide. 2.6. Representations and Warranties. Each party represents and warrants: (i) it is authorized to enter into this Agreement; (ii) it will not create a conflict with or materially breach the terms of any other agreement to which it is a party by executing or performing this Agreement; (iii) all obligations undertaken by it hereunder and all materials provided, produced or supplied by it in connection with this Agreement will comply with all federal, state and local laws and regulations, and will not violate or infringe upon any third party’s rights; and (iv) its products, services, redemptions and/or fulfillments, if any, shall comply in all respects with this Agreement and all applicable federal, state and local laws and regulations. Contractor further represents and warrants that it owns all title, rights and interests in and to, or has a valid license to use, any Proprietary Materials that will be used in connection with this Agreement and has exclusive and full power to license and grant QSSB the rights and interests provided in this Agreement. 2.7. Termination. a. Either party may terminate this Agreement upon 30 days prior written notice to the other party. b. Either party may terminate this Agreement if the other party commits a material breach. The non-breaching party shall provide the breaching party with written notice of the breach, and, unless the breach cannot be cured, the breaching party shall have 30 days in which to cure the breach (the Cure Period). If no cure is possible or the breaching party does not affect a cure during the Cure Period, this Agreement shall immediately and automatically terminate, and the non-breaching party shall have no further obligations hereunder, subject to Section 2.7(d). c. Either party may immediately terminate this agreement if the other party becomes insolvent (i.e., the party is unable to pay its debts as they become due or its total liabilities exceed its total assets), makes an assignment for the benefit of creditors, commences a voluntary proceeding under the Federal Bankruptcy Code or becomes the subject of an involuntary proceeding under the Federal Bankruptcy Code. d. In the event this Agreement is terminated pursuant to this Section 2.7, QSSB shall pay Contractor any undisputed amounts due and owing in accordance with this Agreement for services fully and satisfactorily rendered up to and including the termination date. QSSB may proceed with the work in any manner it deems proper. QSSB may determine, in its sole discretion, whether work is complete for the purpose of determining payment under this paragraph. In the event that Contractor performs any work after the termination date, QSSB shall compensate Contractor as agreed by the parties. If, prior to receiving a termination notice, Contractor enters into a QSSB-approved subcontract, Contractor shall, at QSSB’s direction, terminate or assign such subcontract to QSSB. QSSB shall hold Contractor harmless from any losses resulting directly from the termination or assignment of such contracts, except for losses due to Contractor’s negligence or willful misconduct. At QSSB’s request or as soon as reasonably possible following the termination date, Contractor shall deliver to QSSB all Confidential Information and New Materials in Contractor’s possession or control. 2.8. Insurance. Contractor shall carry and maintain at its own expense at all times during the term commercial general liability insurance covering Contractor and QSSB with a minimum liability of not less than Two Million Dollars ($2,000,000) per occurrence, combined single limit, for bodily injury, personal and advertising injury and property damage. Upon execution of this Agreement, Contractor shall provide QSSB with a certificate of insurance. Should the policy be terminated or reduced below Two Million Dollars ($2,000,000). Contractor shall notify QSSB in writing thirty (30) days prior to the termination or reduction, and QSSB may, in its sole discretion, immediately terminate this Agreement. SECTION 3. MISCELLANEOUS PROVISIONS. 3.1. Relationship of Parties. The parties agree that Contractor and its agents, employees and subcontractors are independent contractors and not officers, employees or agents of QSSB. 3.2. Waivers. No express or implied waiver by either party of any provision of this Agreement shall constitute a continuing waiver of that or any other provision. No express or implied waiver by either party of any breach or default by the other party shall constitute a waiver of any other breach or default of the same or any other provision of this Agreement. 3.3. Assignment. Contractor may not assign this Agreement in whole or in part without QSSB’s prior written approval. 3.4. Influencing Governmental Policy & Improper Benefit. No funds advanced or paid by QSSB to the Contractor shall be used in any manner for the purposes of influencing governmental policy or action. No member of or delegate to Congress shall be admitted to any share or part of this contract or to any benefit to arise therefrom, unless it is with a corporation for its general benefit. Contractor represents and warrants that no person or selling agency has been employed or retained to solicit or secure this contract upon an agreement or understanding for a commission, percentage, brokerage or contingent fee (collectively, Commission), excepting bona fide employees or bona fide established commercial or selling agencies maintained by the Contractor for the purpose of securing business. In the event Contractor breaches this representation and warranty, QSSB may immediately terminate this Agreement and pursue all available legal and equitable remedies. Alternatively, QSSB may deduct from the Contractor’s compensation, or otherwise recover, the full amount of such Commission. 3.5. Modification/Extension. This Agreement may be modified or extended only by mutual written agreement of the parties. The parties may not waive this requirement by oral agreement. Change Orders shall not constitute modifications subject to the requirements of this Section 3.5. 3.6. Headings. The headings contained in this Agreement have been inserted for convenience of reference only. They shall not be deemed to be a part of this Agreement and shall in no way affect the interpretation of this Agreement. 3.7. Governing Law. This Agreement shall be governed and construed in accordance with the laws of [STATE] without regard to conflict of law principles. Contractor consents and submits to the personal jurisdiction of any federal or state court in [STATE] and agrees to accept service by mail. 3.8. Equal Opportunity. Contractor agrees that during the performance of this Agreement, it shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, national origin, age or disability. Contractor agrees that it will fully comply during the term of this Agreement with any and all applicable Federal, State and local equal employment opportunity statutes, ordinances and regulations, including, without limitation, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act of 1967, the Americans with Disabilities Act of 1990 and the Equal Pay Act of 1963. Nothing in this section shall require Contractor to comply with or become liable under any statute, ordinance, regulation or rule that does not otherwise apply to Contractor. 3.9. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes any and all previous oral or written agreements between the parties with respect to this subject matter. 3.10. Force Majeure. A party shall not breach this Agreement if circumstances beyond that party’s reasonable control prevent it from performing its obligations (hereinafter, Adverse Circumstances). Adverse Circumstances shall include, without limitation, an act of God, storm, flood, earthquake, labor strike or other labor work stoppage, equipment failure, rebellion, riot, sabotage, fire, explosion, or governmental act or regulation. A party that expects to be or has been affected by Adverse Circumstances shall promptly notify the other party in writing and take all reasonable steps to perform under this Agreement as soon as reasonably possible, subject to delays caused by the Adverse Circumstances. If Adverse Circumstances prevent a party from performing for more than 14 days, either party may terminate that portion of the Agreement that has not been performed and, if applicable, receive a full refund for payment made with respect to unsatisfied obligations less any reasonable documented out-of-pocket costs incurred by the non-performing party. Such termination shall not affect any other rights or remedies available to the terminating party under this Agreement or to both parties at equity or at law. 3.11. Notices. The parties shall deliver all notices required by this Agreement personally, by facsimile, overnight courier or first-class mail to the addresses set forth above or to such other addresses as the parties may designate in writing from time to time. Notice shall be deemed received on the date delivered or sent by facsimile (with confirmation) one (1) day after being sent by overnight carrier or five (5) days after being sent by first-class mail. If sent by certified mail, return receipt requested, the notice shall be deemed received as of the date indicated on the return receipt. 3.12. Severability. If any term or provision of this Agreement is found to be void or contrary to law, such term or provision shall be severed from the other terms and provision of this Agreement to the extent necessary to meet the requirements of law. The remainder of the Agreement shall be given effect as if the severed term had not been included. 3.13. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. [SIGNATURES APPEAR ON FOLLOWING PAGE] APPROVED AND ACCEPTED BY: [QSSB] By: ________________________________________ Its: ________________________________________          Date: __________________ [CONTRACTOR] By: ________________________________________ Its: ________________________________________          Date: __________________