SayPro Contract Draft

A draft contract incorporating the finalized terms and conditions to be reviewed by the legal and procurement teams

SayPro Contract Draft

This Agreement is made as of [Date], by and between:

SayPro Inc.
(Address)
(Phone)
(Email)
(Hereinafter referred to as “SayPro”)

and

[Supplier Name]
(Address)
(Phone)
(Email)
(Hereinafter referred to as the “Supplier”)

Collectively referred to as the “Parties.”

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RECITALS

WHEREAS, SayPro has engaged in a bid negotiation process for the supply of goods and services under SayPro Monthly January SCMR-1 (hereinafter referred to as the “Project”);

WHEREAS, Supplier has submitted a proposal for the Project and the Parties have reached an agreement regarding the terms and conditions of said Project;

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the Parties hereby agree as follows:

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1. DEFINITIONS

• “Goods” refers to the products specified in the Scope of Work (Exhibit A) to be delivered by Supplier.
• “Services” refers to the services related to installation, maintenance, or troubleshooting associated with the Goods, as specified in the Scope of Work (Exhibit A).
• “Contract Price” refers to the total amount due for the Goods and Services provided under this Agreement, as set forth in Section 4 below.
• “Delivery Date” refers to the date on which the Goods and Services are to be delivered and/or completed.
• “Force Majeure” refers to any event beyond the control of the Parties, such as acts of God, natural disasters, or governmental actions, that may delay or prevent performance under this Agreement.

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2. SCOPE OF WORK

The Supplier agrees to provide the following Goods and Services to SayPro:

• Goods: As outlined in Exhibit A, Supplier will provide [list of products] in accordance with the specifications provided in the bid.
• Services: Supplier will provide installation, troubleshooting, and post-delivery support, including [number of hours] of troubleshooting support per month, as detailed in Exhibit A.
• Delivery Timeline: The Supplier agrees to deliver the Goods to SayPro’s designated location no later than [Delivery Date].

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3. CONTRACT PRICE AND PAYMENT TERMS

• Total Contract Price: The total price for the Goods and Services shall be $112,000, inclusive of all taxes, fees, and charges.
• Payment Terms:
  a. Early Payment Discount: SayPro shall receive a 12% discount on the total Contract Price if payment is made within 30 days of the invoice date.
  b. Standard Payment: In the absence of early payment, the standard payment will be due within 60 days of the invoice date.
  c. Penalty for Late Payments: A late payment fee of 1.5% per month shall be applied to any outstanding balance not paid within the stipulated time frames.
• Invoicing: Supplier shall provide SayPro with invoices detailing the Goods and Services delivered, including the applicable early payment discount, if applicable, on the invoice date. All invoices must be sent to [Email/Address of Accounts Department].

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4. DELIVERY TERMS AND CONDITIONS

• Delivery Schedule: Supplier agrees to deliver the Goods to SayPro’s designated location at [Address] within 35 days from the Effective Date of this Agreement. If the Supplier fails to meet the agreed-upon delivery date, a penalty of 3% of the total Contract Price shall be applied for each week of delay beyond the 35-day period.
• Risk of Loss: The risk of loss for the Goods shall transfer from Supplier to SayPro upon the Goods being delivered and accepted at SayPro’s designated location.
• Acceptance of Goods: SayPro shall inspect the Goods upon delivery. If the Goods do not conform to the agreed specifications in Exhibit A, SayPro shall have the right to reject the Goods and request a replacement, at Supplier’s expense.

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5. WARRANTY AND SUPPORT SERVICES

• Warranty Period: Supplier warrants that the Goods provided under this Agreement will be free from defects in materials, workmanship, and design for a period of [X] months from the date of delivery. If any Goods are found to be defective within the warranty period, Supplier shall, at their sole expense, repair or replace the defective Goods.
• Support Services: Supplier agrees to provide post-delivery support, which includes [X] hours of troubleshooting support per month for the duration of the contract. Any additional support hours will be billed at a rate of $[rate] per hour.
• Service Level Agreement (SLA):
  a. Supplier will provide next-day troubleshooting services for any critical issues that may arise within [X] hours of notification.
  b. If issues are not resolved within 48 hours after notification, a discount of 3% will be applied to the total Contract Price for each week the issue remains unresolved.

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6. PENALTY CLAUSE FOR DELAYS

• Delivery Delays: As stated in Section 4, the Supplier agrees to adhere to the delivery timeline. If the Goods are delayed beyond the agreed delivery date by more than 5 days, a penalty of 3% of the total Contract Price will be applied for each week of delay.
• Failure to Meet Service Standards: If Supplier fails to meet the service levels outlined in the SLA (Section 5), a penalty of 2% of the total Contract Price shall be applied for each week of non-compliance.

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7. FORCE MAJEURE

Neither Party shall be liable for any failure or delay in performance under this Agreement due to causes beyond its reasonable control, including but not limited to acts of God, war, strikes, or governmental restrictions. The Party affected by Force Majeure shall promptly notify the other Party and take reasonable steps to mitigate the impact of such events.

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8. CONFIDENTIALITY

• Confidential Information: The Parties agree to maintain the confidentiality of all proprietary information and trade secrets shared during the course of this Agreement. Confidential Information shall not be disclosed to third parties without the prior written consent of the disclosing Party.
• Exceptions: The confidentiality obligations shall not apply to information that is publicly available or disclosed due to legal requirements.

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9. TERM AND TERMINATION

• Term: This Agreement shall commence on the Effective Date and remain in effect for a period of [X] months or until all obligations have been fulfilled, whichever is sooner.
• Termination for Cause: Either Party may terminate this Agreement if the other Party breaches any material term of this Agreement and fails to cure such breach within [X] days after written notice.
• Termination for Convenience: SayPro may terminate this Agreement for convenience with 30 days written notice to the Supplier. In such case, Supplier shall be entitled to payment for Goods delivered and Services performed up until the termination date.

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10. DISPUTE RESOLUTION

• Arbitration: Any dispute, controversy, or claim arising out of or relating to this Agreement, including any question regarding its existence, validity, or termination, shall be settled by binding arbitration under the rules of the American Arbitration Association.
• Jurisdiction: The venue for any arbitration shall be in [City, State], and the Parties consent to the exclusive jurisdiction of such venue.

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11. MISCELLANEOUS

• Entire Agreement: This Agreement contains the entire understanding of the Parties and supersedes all prior agreements and understandings, whether written or oral, related to the subject matter hereof.
• Amendments: This Agreement may only be amended in writing and signed by both Parties.
• Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of [State].

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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date written above:

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For SayPro:
Name: ____________________________
Title: ____________________________
Signature: ________________________
Date: ____________________________

For Supplier:
Name: ____________________________
Title: ____________________________
Signature: ________________________
Date: ____________________________

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Exhibit A: Scope of Work

Goods:
[List of Goods and Specifications]

Services:
[List of Services, including support hours and troubleshooting details]

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This draft contract incorporates the finalized terms and conditions agreed upon during the negotiation phase. It is now ready for review and approval by the SayPro legal and procurement teams to ensure all provisions are compliant with company policies and applicable regulations.