Provided below is a list of standard contract provisions.
2. A detailed description of services
3. Compensation/Method of payment
- The amount of funding provided in the contract.
- There should be a statement to the effect that, “the total cost of services authorized pursuant to this Agreement shall not exceed $_________.”
- Method of payment: The contract should indicate how the payments are made, for example, paid monthly after receiving an invoice from the Contractor.
4. Reporting Requirements
Although a monthly reporting requirement is provided here, the nature of the contract may warrant different reporting requirements (i.e., reports due at the completion of specified activities).
- Contractor agrees to furnish QSSB written summary reports of the progress of the project on or about the___________of each month.
- QSSB shall request that the Contractor include such information as QSSB reasonably deems necessary, and reports shall include, but are not limited to, an accounting of funds, a summary of work done and conclusions resulting therefrom, and other significant information, and will outline plans for subsequent work. The final report shall summarize all work done, the results accomplished, and conclusions resulting therefrom, and will include data and information developed within the scope of the project and such other information as QSSB may reasonably request.
5. Maintenance of Records/Audit Provisions
a. Contractor shall keep accurate records, books, documents and papers involving transactions related to this Agreement and shall retain such records for a period of three (3) years beyond their fiscal period of their applicability. These records shall be subject to inspection and audit by designated representatives of the Secretary of Agriculture, USB or QSSB during normal business hours upon reasonable notice to Contractor.
b. Contractor agrees to include in all of its sub contracts hereunder a provision to the effect that the subcontractor agrees that USB, QSSB, the USDA or any of their duly authorized representatives shall, until the expiration of three (3) years after final payment under the subcontract, have access to and the right to inspect and audit pertinent books, documents, papers and records of such Subcontractor involving transactions related to the subcontract. The term “subcontract” as used in this clause excludes (i) purchase orders not exceeding $2,500 (twenty-five hundred) and (ii) subcontracts or purchase orders for public utility services at rates established for uniform applicability to the general public.
6. Rights Reserved to QSSB
a. QSSB expressly reserves the right to modify, reject, cancel, or stop any or all plans, schedules or work in progress, and, in such event, the Contractor shall immediately take proper steps to carry out the QSSB’s instructions.
a. With the exception of trademarks or service marks already developed and owned by the Contractor, QSSB shall have title in any materials or information resulting from the Agreement.
b. Contractor shall observe the usual and reasonable precautions to maintain records, which can be referred to for the purpose of establishing proprietary interest.
c. QSSB shall have the right to use, distribute or disseminate, in any manner, materials produced pursuant to the Agreement. The Contractor may distribute materials produced pursuant to this Agreement only as directed by QSSB.
8. Confidentiality- May vary significantly given the nature of the contract and may not be needed at all in some contracts. This is one example of confidentiality languages.
a. Contractor officers, Directors and employees shall maintain the confidentiality of information QSSB has disclosed to them in their capacity as officers, Directors or employees. Confidential information supplied by QSSB to Contractor or their officers, Directors or employees shall be the sole property of QSSB and in no event shall it be disclosed or used by any officer, Director, or employee of Contractor for any purpose other than rendering services for QSSB without the prior written consent of QSSB. Contractor agrees to indemnify QSSB for damages to QSSB resulting from misuse of confidential information by any of Contractor’s Officers, Directors or employees.
b. Furthermore, Contractor shall establish procedures to ensure that all confidential information developed pursuant to this Agreement shall be disclosed only to Contractor’s agents, employees or officers needing to review such information for purposes of providing services pursuant to this Agreement.
May vary significantly depending on the nature of the contract.
This is one example of potential indemnification language:
Contractor agrees to be responsible for any and all liability including claims, demands, losses, costs, damages and expenses of every kind and description, or damages to person or property arising out of or in connection with or occurring during the course of this Agreement where such liability is founded upon or grows out of in whole or in part the acts or omissions of any of the officers, employees or agents of the contractor.
This Agreement is not assignable by the Contractors, either in whole or in part, without the approval of QSSB.
11. Contract Term
12. Modification or Extension
This Agreement shall constitute the entire agreement of the parties and any effective modification must be in writing and signed by the parties hereto.
Provisions should be included that describe the manner in which the contract can be terminated. Although additional provisions may be included, these provisions should be included.
a. This Agreement may be terminated by either party upon _______ days prior written notice to the other party.
b. Either party hereto may terminate this Agreement in the event the other party materially breaches this Agreement and fails to course such breach within thirty (30) days receipt of written notice from the other party.
14. Relationship of Parties
The parties hereto agree that Contractor and any agents or employees of Contractor in the performance of this Agreement shall act in an independent capacity and not as officers or employees of USB, QSSB, the Secretary or the United States Government, or any department, bureau, commission, officer or employee thereof.
The Headings contained in this Agreement have been inserted for convenience of reference only and shall not be deemed to be a part of this Agreement and shall in no way affect the interpretation of this Agreement.
16. Equal Opportunity
We have a six-page Attachment B, which contains the EEO provisions with which the contracting party must comply.
17. Influencing Government Policy
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. The Contractor 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, excepting bona fide employees or bona fide established commercial or selling agencies maintained by the Contractor for the purpose of securing business. For breach or violation of this warranty, QSSB shall have the right to annul this contract with liability or, in its discretion, to deduct from the contractor price or consideration, or otherwise recover, the full amount of such commission, percentage, brokerage or contingent fee.