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Purchasing Services Agreement Between_____________________and Charity Works, Inc.
This Agreement is to
be effective the ____day of______________, 2000 by and between
Charity Works, Inc. with its office located in Clearwater, Florida
(hereinafter called "CWI") and __________________________ with its
office located in _______________, ___________ (hereinafter called "NPO").
WHEREAS, CWI is a
purchasing agent for donors/grantmakers and their selected charitable
organizations; and whereas, NPO is the owner of a 501 (c)(3)
nonprofit organization;
NOW, THEREFORE, for
and in consideration of the forgoing and the covenants and promises
herein contained, the parties agree to the following:
1.
CWI hereby agrees to provide NPO with access to vendors who
participate in CWI’s Charitable Alliance Network (CAN) program. As a
donee, NPO qualifies to take advantage of those vendors who support
CWI’s CAN program. Vendors who meet certain qualifications and agree
to treat donors as their company’s most favored customer may be
considered by CWI as eligible for participating in the CAN program.
2.
CWI agrees to develop sourcing strategies that will help maximize
NPO’s donor funds used specifically to acquire goods and services
from CAN vendors. By definition, CAN vendors include manufacturers,
providers, distributors, and other types of businesses that sell
goods and/or services.
3. CWI agrees
to assist NPO in achieving across-the-board cost/price reductions in
the goods and services that ultimately must be acquired from vendors.
The acquisition services also include goods and services that may be
obtained from vendors on an in-kind donation basis. Assistance
provided by CWI shall be based on the objective of effectively
expanding the support for NPO’s mission(s).
4.
NPO agrees during the term of this Agreement to allow CWI to serve as
its volunteer purchasing agent for the procurement of goods and
services from mutually approved CAN vendors. NPO will provide CWI
access to all documents necessary to establish a vendor profile for
the goods and services that were purchased in the past calendar year
and copies of selected vendor price lists and terms and any vendor
contracts that NPO has in place.
5. CWI agrees
to negotiate with other vendors as needed to obtain a
most-favored-customer (MFC) status for the benefit of NPO contingent
on the following:
A.
Specifications for each product and/or service requested shall be
documented and a copy provided to CWI.
B. A
written assessment/justification for each product and/or service
including the estimated purchase date shall be documented and a
copy provided to CWI.
C.
NPO and CWI will mutually agree in advance on the vendors CWI will
negotiate as an agent for NPO
6. CWI
will provide NPO with periodic status reports on its progress in
developing sourcing strategies, any assistance provided on cost/price
reductions on selected products and services, and applicable research
findings on mutually agreed upon vendors.
7.
CWI and NPO agree that the purchasing consultation services provided
under this Agreement are offered at NO CHARGE. Any fees to be charged
by CWI for purchasing consultation and/or related management services
not covered under this Agreement must be agreed to in writing by both
parties in advance of the services to be provided.
8.
This Agreement shall continue through the 31st day of December, 1999
and automatically renew for six month intervals unless either party
provides 30 days advance notice of termination to the other party.
9.
Any notice referred to herein shall be sent via U.S. mail to:
________________________ Chris R. Renfrow,
President & CEO
________________________ Charity Works, Inc.
________________________ 1465 S. Ft. Harrison Ave., Suite
107
________________________ Clearwater, FL 33756-2504
10. Upon
termination as provided for herein, neither CWI nor NPO shall have any
further duty or obligation to the other hereunder, except for
covenants herein which expressly extend beyond the term of this
Agreement.
11. CWI agrees to work
with NPO to monitor the performance of mutually approved CAN vendors
to insure a high level of service is provided.
12. This Agreement,
either in whole or in part, may not be assigned by any party hereto
without the written consent of the other party.
13. The waiver by either party of a breach or
violation of any provision of this Agreement, shall not operate as, or
be construed to be, a waiver of any subsequent breach of the same or
other provision hereof. The failure of either party to exercise any
rights under this Agreement in a particular instance shall not operate
as a waiver of the party’s right to exercise the same or different
rights in subsequent instances.
14. Neither
NPO nor CWI shall be liable nor deem to be in default for any delay or
failure of performance under this Agreement or for other interruption
caused by Acts of Nature, civil or military authority, acts of public
enemy, war, accidents, fires, explosions, earthquakes, interruptions
by either party’s employees or agents, or any similar or dissimilar
causes beyond the reasonable control of their party.
15.
Notwithstanding anything
contained herein NPO retains the absolute right to negotiate, contract
for, maintain, and continue any existing supply relationship it has
with vendors. In addition, NPO shall retain the absolute right to
negotiate any non-price terms with vendors who now or in the future
participate in CWI’s CAN program.
16. Both parties agree to keep confidential and
not, either directly or indirectly, disclose or use at any time,
whether during or subsequent to the term of this Agreement, any
confidential information, knowledge or data, including copies thereof,
relating to the business of the other party, except as expressly
consented to in writing by such party or as required by law.
17. NPO and CWI both agree
that, during the term of this Agreement, neither party shall have the
right to make public reference to this association without the prior
written consent of the other party.
18. NPO shall not file any suit, action, or cause
of action against CWI for any conduct, act or activity of CWI in
fulfilling this Agreement, unless such conduct, act or activity
involved gross negligence or intentional wrongdoing, or for damages
suffered by NPO as the result of the negligence, breach, liability,
wrongful conduct or other actions or conduct of CAN vendors or other
third parties.
19. Neither NPO nor CWI
shall, by entering into this Agreement, become liable for any of the
existing obligations, liabilities, or debts of the other party.
Neither NPO nor CWI shall, by virtue of this Agreement, assume or
become liable for the any of the future obligations, debts, or
liabilities of the other party.
20. If any clause or
provision of this Agreement is found to be illegal, invalid, or
unenforceable, under present or future laws during the term hereof,
then it is the intention of NPO and CWI that the remainder of the
Agreement shall not be affected thereby and shall remain in full force
and effect insofar as is practical and reasonable.
21. This
Agreement shall be construed by the laws of the State of Florida in
effect as of the date of this Agreement. It shall be binding upon and
inure to the benefit of the successors and assigns of the parties
hereto. This is the entire agreement between the parties hereto, there
being no oral representations, promises, or agreements not contained
herein.
AGREED TO BY:___________________________ (company)
Name and Title____________________________
Date_____________2000
Charity Works, Inc.
Chris R.
Renfrow, President & CEO____________
Date_____________2000
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