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Services are requested via Task Orders that specify scope, performance period, and follow Exhibit A form. The agreement governs acceptance deadlines, compliance with each Task Order, personnel and Key Personnel requirements, change controls, equitable adjustments, and invoice submission details. 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(“Mercy Corps”) and   (“Contractor”) is as follows:  \n1. Master Agreement; Specific Services. From time to time, Mercy Corps may request services from Contractor. For each occasion on which Contractor is willing to provide requested services, the parties will enter into a task order (“Task Order” or “TO”) which will describe the services to be performed and the period for performance and which will be substantially in the form attached hereto as Exhibit A. Contractor must notify Mercy Corps within the Task Order Offer Period time specified in Schedule I if it accepts a Task Order, rejects a Task Order or requires changes to a Task Order. Mercy Corps may reject any acceptance or request for changes that Mercy Corps receives after the Task Order Offer Period has expired.  \n2. Additional Terms and Defined Terms. Additional Terms are specified in Schedule I hereto (the“Additional Terms”) . The terms in Schedule I are incorporated in this Agreement by this reference. The following additional defined terms are included in Schedule I: Task Order Offer Period, Authorized Representative, Key Personnel, Payment Terms, Services, TO and Scope of Work (SOW) . “Agreement”means this Master Services Agreement and Schedule I, in each case as amended, modified or supplemented from time to time. Other terms may be defined throughout this Agreement as specified.  \n3. Delivery of Services.  \na. Contractor will perform the Services, and Mercy Corps will pay for the Services, in accordance with the terms and conditions set forth in this Agreement and each TO.  \nb. Contractor will perform all Services through the services of Contractor’s employees. Contractor will not delegate or subcontract any Services to be provided to Mercy Corps without Mercy Corps’prior written consent. Contractor agrees that including the specific individuals named (if any) as Key Personnel in the Additional Terms is a material part of the bargain. Contractor will not change the Key Personnel without prior notice and an amendment to the Additional Terms specifying the change. Mercy Corps may withhold its consent to substitute personnel using its sole discretion.  \n4. Compliance with TOs and Changes to TOs. Services will be provided strictly in accordance with each TO. No deviation, substitution or change is permitted without Mercy Corps’ prior written consent; provided that Mercy Corps may terminate, suspend, increase or decrease the scope of Contractor's performance under a TO by written notice to Contractor specifying the changes. Unless mutually agreed, a change to a TO by Mercy Corps does not apply to Services timely and fully delivered and performed before the date of the change. If any change causes an increase or decrease in the cost of, or the time required for, Contractor's performance, an equitable adjustment may be made in the TO or Payment Terms or both, if such adjustment is set forth in an amendment signed by Mercy Corps’ and Contractor’s Authorized Representative.  \n5. Non-Exclusivity. This Agreement is not intended to create an exclusive relationship between the parties. Unless the Additional Terms specify a minimum purchase of services, Mercy Corps is not obligated to issue any Task Order to Contractor. If the Additional Terms specify a minimum purchase of services, Mercy Corps shall be obligated only to issue a TO(s) for the minimum purchase amount.  \n6. Invoicing and Payment.  \na. Contractor will submit invoices to Mercy Corps in accordance with the invoicing schedule and invoicing delivery terms set forth in the Additional Terms. Each invoice will include (i) the Contract Number and TO number; (ii) Contractor’s name and address; (iii) a description of the Services performed, (iv) the dates such Services were performed, (v), if ap","cbCaidj06esmFxpT","https://ap.wps.com/l/cbCaidj06esmFxpT","pdf",313927,"English","# Master Agreement; Specific Services\n## Additional Terms and Defined Terms\n## Delivery of Services\n## Compliance with TOs and Changes to TOs\n## Non-Exclusivity\n## Invoicing and Payment\n## Taxes, Duties and Expenses","[{\"question\":\"When does Mercy Corps pay invoices and how are disputed invoices handled?\",\"answer\":\"Mercy Corps pays invoices according to Payment Terms within 30 days after the later of invoice receipt or resolution of disputed items. If Services are not performed as required, Mercy Corps may dispute an invoice with written notice stating the specific disputed services and reasons; the parties then agree in writing on steps to complete the disputed Services in accordance with the Additional Terms.\"}]","MASTER SERVICE AGREEMENT - Master Services Agreement | PDF",1789573042]