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(“Mercy Corps”) and _____________________________ (“Contractor”) is as follows:\nDefined Terms.   Each of the following terms has the meaning given to such term on Schedule I attached hereto:  Authorized Representative, Payment Terms, Services and SOW.  “Contract” means this Service Contract as amended, modified or supplemented from time to time taken together with its Schedules.  Additional terms may be defined throughout this Contract.\nDelivery of Services.\nContractor will perform the Services, and Mercy Corps will pay for the Services, in accordance with the terms and conditions and within the Performance Period set forth in this Contract and the Statement of Services.\nContractor 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 Schedule I is a material part of the bargain.  Contractor will not change the Key Personnel without prior notice and an amendment to this Contract specifying the change.  Mercy Corps may withhold its consent to substitute personnel using its sole discretion.\nCompliance with SOW and Changes to the SOW. Services will be provided strictly in accordance with the SOW.  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 the SOW by written notice to Contractor specifying the changes.  Unless mutually agreed, change to the SOW by Mercy Corps does not apply to change 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 SOW or Payment Terms or both, if such adjustment is set forth in an amendment signed by Mercy Corps’ and Contractor’s Authorized Representative.\nInvoicing and Payment.\nContractor will submit invoices to Mercy Corps in accordance with the invoicing schedule and invoicing delivery terms set forth in the Statement of Services (Schedule I). Final invoices must be submitted within 60 days of the end date of the Contract. Contractor recognizes that in many cases Mercy Corps’ donor will not reimburse Mercy Corps for invoices submitted beyond 60 days after the termination of a contract and therefore Mercy Corps will have no obligation to pay any portion of invoices received more than 60 days after the end date of the Contract. Each invoice will include (i) the Contract Number; (ii) Contractor’s name and address; (iii) a description of the Services performed, (iv) the dates such Services were performed, (v) a pricing calculation based on the payment terms, (vi) properly reimbursable expenses (if any) incurred along with receipts for such expenses (if applicable) for all individual expenses exceeding $25 USD, and (vii) such other information as Mercy Corps may reasonably request.  Invoices will only be deemed received on the date they are delivered to the Authorized Representative pursuant to the Payment Terms (see Schedule I).  If Mercy Corps determines that Services that are the subject of an invoice have not been performed in accordance with the Statement of Services, Mercy Corps may dispute the invoice by sending Contractor notice of such dispute after Mercy Corps’ receipt of the invoice. Such notice shall clearly state the specific Services disputed, and Mercy Corps’ reason for disputing the performance of the Services. If both parties accept the dispute of the invoice, they shall agree in writ","cbCairShnLo0oKAA","https://ap.wps.com/l/cbCairShnLo0oKAA","docx",49675,"English","# Defined Terms\n# Delivery of Services\n## Compliance with SOW and Changes to the SOW\n# Invoicing and Payment\n## Disputed Invoices and Payment Timing\n# Taxes, Duties and Expenses","[{\"question\":\"What schedules and defined terms does the contract rely on?\",\"answer\":\"The contract uses Schedule I for defined terms such as Authorized Representative, Payment Terms, Services and SOW. “Contract” includes the contract together with its schedules and any amendments or supplements.\"},{\"question\":\"Can the contractor delegate or subcontract the services?\",\"answer\":\"No. The contractor must perform services through its employees and cannot delegate or subcontract any services without Mercy Corps’ prior written consent.\"},{\"question\":\"How are invoices submitted and when are they considered received?\",\"answer\":\"Invoices must follow the invoicing schedule and delivery terms in the Statement of Services (Schedule I). Invoices are deemed received on the date delivered to the Authorized Representative pursuant to the Payment Terms, and final invoices must be submitted within 60 days after the contract end date.\"}]","SERVICE CONTRACT - Contract No. - Terms and Payment Provisions | DOCX"]