Services Agreement Template

Master Vendor Agreement

This Master Vendor Agreement (herein referred to as “MVA” or “Agreement”) dated ______, 20__ between World Vision, Inc. (herein referred to as “WVUS” or “Client”), and ______. (herein referred to as “____” or “Vendor”), both of which are referred to as “Party” or “Parties” to this MVA, and whose authorized representatives have given their consent by signing below.

This MVA governs the entire relationship between WVUS and Vendor. Any transaction or understanding between the Parties, whether verbal or written, is legally bound by the provisions of this MVA.

This MVA commences on the date indicated above and continues until its expiration on ______, unless either Party provides notice to terminate this MVA pursuant to the provisions herein.

1. Definitions

1.1 “Deliverable” means any product or service Vendor provides under this Agreement, including Professional Services or Purchased Product.

1.2 “Days” means calendar days unless “business days” is specifically referenced in sentence.

1.3 “Job” means a body of work consisting of one or more Deliverables that is estimated, performed, and paid for independent of other Jobs that could be under the same SOW.

1.4 “Professional Services” means customized services, such as consulting, production, staffing, and development work.

1.5 “Purchased Product” means non-customized finished product or standard service that Vendor sells WVUS, which Vendor sells other clients.

1.6 “Statement of Work” or “SOW” means a document that describes Deliverable(s) to be provided by Vendor and cost to be paid by WVUS for such Deliverable(s).

1.7 “Subcontractor” means anyone Vendor contracts with to support Vendor’s obligations under this MVA. Vendor remains fully accountable for its obligations performed by a subcontractor. Under this Agreement the term “Vendor” includes Vendor’s subcontractors.

2. Statement of Work

2.1 The Parties agree that each SOW will be in writing and signed by an authorized representative of each Party. Once signed, each SOW is incorporated as part of this MVA as if fully set forth herein.

2.2 SOW may describe Professional Services which are estimated and priced according to the provisions for Professional Services in Section 4 of this Agreement.

2.3 SOW may describe and price Purchased Products and non-customized services.

2.4 Vendor agrees to sign SOW and receive a purchase order number from WVUS before Vendor begins Professional Services. Vendor agrees that WVUS is not obligated to pay Vendor for any cost related to SOW incurred by Vendor prior to the date WVUS signs SOW or the date Vendor receives purchase order number from WVUS.

2.5 Each SOW will begin with the following statement:

“This Statement of Work, number _____ is hereby incorporated as part of Master Vendor Agreement (“MVA”) between ______. (“______”) and World Vision, Inc., (“WVUS”) dated ______and is subject to all provisions of MVA.”

2.6 SOW will indicate a delivery date of final Deliverable, or it will indicate the period SOW is valid (with begin and end date).

2.7 WVUS will assign a number to each SOW which the Parties will use to reference SOW.

Master Vendor Agreement dated ______between ______and World Vision, Inc.

Version: MVA20120916 a. Vendor agrees to assign a number to each Job and reference the SOW’s number under which Job is performed.

2.8 Third Party Work (including subcontractors) a. Vendor agrees to describe the services and cost of any third party it uses to fulfill its obligations in SOW when the cost of such third party services exceeds 15% of the cost of SOW.

3. Changes to Statement of Work

3.1 The Parties may agree to a change order process in SOW provided such is not in conflict with the provisions herein.

3.2 Each Party agrees to notify the other in writing as soon as practical after becoming aware of circumstances that could change the cost or schedule of SOW: a. Vendor agrees to provide written notice to WVUS upon each occurrence where SOW will exceed its approved cost by 5%. Vendor agrees to notify their WVUS client by email with copy to WVUS’ Vendor & Contract Services Department (VCS) at: [email protected] with the following information: i. SOW number. ii. Current approved cost of SOW. iii. Revised cost of SOW. iv. Information supporting revision. b. Vendor agrees to provide written notice to WVUS upon each occurrence where the schedule of SOW will exceed its approved time frame by 5%. Vendor agrees to notify their WVUS client by email with copy to WVUS’ Vendor & Contract Services Department (VCS) at: [email protected] with the following information: i. SOW number. ii. Current approved SOW schedule. iii. Revised schedule of SOW. iv. Information supporting revision.

3.3 WVUS may withhold payment of SOW until Vendor complies with the requirements of this section.

4. Professional Services

4.1 Tracking and Recording. Vendor will track, record, and account for Professional Services to the nearest minute. Vendor will provide true, accurate and complete recording of the time it takes Vendor’s employees and subcontractors to perform Professional Services.

4.2 Estimating and Pricing of Hourly Rates. Vendor will estimate the cost of Professional Services and detail the estimated time it takes for each title, role, or activity in SOW or Job using the hourly rates in the Pricing Exhibit of this Agreement.

4.3 At the exclusive discretion of WVUS, Vendor may be allowed to indicate rate(s) on a per unit or per transaction basis for performing Professional Services provided each rate represents the lowest measurable level of an activity or sub-component of an activity. a. Vendor will price such rate(s) in the Professional Services Pricing Exhibit of this Agreement. b. Vendor will not be required to track and record the time it takes to complete Professional Services when such rate(s) apply.

4.4 The Parties agree that Professional Services will not be estimated in total as a lump or paid in total as a fixed amount.

4.5 Changes to Scope of Professional Services a. Vendor understands it has been selected by WVUS to correctly evaluate, estimate, design, deliver and successfully complete the Professional Services Vendor has obligated itself to perform. b. Vendor agrees that WVUS is not responsible to compensate Vendor for costs Vendor realizes due to the following conditions: i. Vendor did not request or obtain pertinent information in researching WVUS requirements. ii. Vendor did not evaluate WVUS requirements adequately. iii. Vendor did not estimate requirements of SOW correctly. iv. Vendor staffing issue causes inefficiencies or failure to meet milestones/schedule of SOW. c. Provided the scope of Professional Services has not changed in SOW, WVUS reserves the right to terminate SOW upon written notice to Vendor if the cost of Professional Services in SOW will exceed original estimated cost by 15% or more.

4.6 Invoicing of Professional Services will be no earlier than the month following the month in which such Professional Services

Version: MVA20120916 were performed in. a. Vendor will calculate the actual cost of hourly based Professional Services per 4.1 including: i. If Vendor issues more than one invoice for Professional Services in SOW or Job, Vendor’s final invoice must compare the original estimate of Professional Services to the actual cost of Professional Services per 4.1. The final invoice must describe this reconciliation in the same level of detail as the original estimate was described, indicating amount over or under original estimate. b. Subcontracted Professional Services are to be price equivalent to Vendor’s rates in Pricing Exhibit.

4.7 Acceptance of Deliverables related to Professional Services. a. WVUS will accept hourly Professional Services Deliverables provided such Deliverables have been estimated, accounted for, and invoiced in accordance with the provisions herein. b. WVUS will accept per unit or per transaction Professional Services Deliverables provided such Deliverables have been performed, delivered, and accepted by WVUS, and according to SOW they are performed under.

4.8 Ownership of Professional Services

a. All Professional Services performed under this Agreement is “work made for hire” as defined in Section 501 title 17 of the United States Code, unless expressly stated otherwise in SOW. Vendor agrees that WVUS owns all rights to materials and deliverables created pursuant to this Agreement including, but not limited to, copyright or international rights as defined in Section 501 title 17 of the United States Code. b. Vendor acknowledges that WVUS is the sole and exclusive owner and copyright proprietor of all rights and title in and to the results, Deliverables, and proceeds of work in whatever stage of development or completion (whether fixed during or after this Agreement). If for any reason the results, Deliverables, and proceeds of work hereunder is determined at any time not to be a "work made for hire", Vendor nevertheless hereby irrevocably transfers and assigns to WVUS all right, title and interest therein, including all copyrights, derivative rights, other rights which are incident to copyright ownership, as well as all renewals and extensions thereto. c. Any marketable derivatives associated with work that Vendor incurs (e.g., photography or video work) not commissioned by WVUS, but nevertheless created by Vendor as a result of Vendor’s access to WVUS information or World Vision venue or other means as a result of this Agreement, where such is not available to the general public, shall not be publicly distributed, sold, or used by Vendor for any purpose without the express written consent and release of such marketable derivatives by WVUS, and, if applicable, the individual/subject of such work. WVUS will not unreasonably withhold such lawful requests/releases. d. Vendor retains all rights to its knowledge and know-how in providing work when such is described in SOW, which may include any processes, techniques, methodologies, programs, leading practices, and innovations Vendor has copyrighted or has indicated as its intellectual property that Vendor owned or conceived of prior to providing work to WVUS. e. Vendor is allowed limited use of work owned by WVUS as follows: i. Vendor will not display, sell, or make any commercial use of the work it performs under this MVA for any purpose other than for promotional purposes. ii. When displaying work, Vendor will make every reasonable effort to ensure that others do not make use of such, including, but not limited to providing a conspicuous credit notice identifying the work as follows: "copyright [date], World Vision, Inc. All rights reserved. Reprinted by permission”

4.9 Termination of Professional Services

a. WVUS has the option to terminate Professional Services in SOW (including any Job) upon written notice to Vendor when SOW is: i. Less than $50,000, or ii. For temporary staff, or iii. Performed by one individual

5. Acceptance of Purchased Products

5.1 The following provisions apply unless alternate provisions for acceptance of Purchased Product are in SOW: a. Delivery is the responsibility of Vendor and must be to a WVUS designated location. b. WVUS will not be required to assert any claim against common carriers prior to acceptance. c. WVUS will have 30 days to examine and test product, during which will not constitute WVUS acceptance. d. WVUS will notify Vendor within 30 days if product is rejected. e. After receiving WVUS’ notification of rejected product Vendor will have 10 days to notify WVUS as to the repair, replacement, return or disposing of product. f. Vendor will be responsible for all shipping and disposal costs associated with rejected product.

Version: MVA20120916 g. Notwithstanding the payment of freight or other transportation charges by WVUS, delivery will not be deemed complete and all risk of loss remains with Vendor until product has been received at a WVUS location and accepted by WVUS.

6. Pricing & Expenses

6.1 The pricing and cost of Purchased Product will be described in SOW.

6.2 The pricing of Professional Services is in accordance with section 4 herein.

6.3 No brokerage fees or commissions are paid under this Agreement.

6.4 Third Party Costs a. Vendor agrees not to charge mark-ups under this Agreement. Only third party’s invoiced cost paid by Vendor for work, supplies, or materials paid by Vendor to fulfill its obligations under this MVA can be reimbursed by WVUS. Vendor agrees to submit a copy of third party invoice to receive reimbursement. b. If Vendor uses a third party to fulfill Vendor’s obligations under this MVA, Vendor may bill Professional Services for the actual time it takes Vendor to coordinate with third party under the provisions of section 4 herein. c. Travel Expenses. Travel expenses must be estimated in SOW by reimbursable item, including airfare, rental car, housing/hotel, mileage, meals, and any other travel expenses. Vendor agrees to invoice actual travel expenses, supported by receipts. Vendor agrees to adhere to WVUS Vendor Travel Requirements, described at: http://www.wvuscontracts.org/files/46873154.pdf Version: T20110711 d. Vendor agrees to absorb all office expenses such as paper, telecommunications, video conferencing, etc. e. Vendor agrees to use WVUS’ express mail carrier account for express mail for work under this MVA when requested by WVUS.

7. Invoicing, Payment & Accounting

7.1 Payment of Professional Services a. After the correct and complete accounting and invoicing of hourly Professional Services under the provisions of section 4 of this Agreement. b. After per unit or per transaction Professional Services Deliverables have been performed, delivered, and accepted by WVUS, and according to SOW they are performed under.

7.2 For Purchased Products, the Parties will agree to the provisions for payment in SOW.

7.3 WVUS will pay Vendor within 30 days after date of receipt of Vendor’s invoice submitted in accordance with the provisions of this Agreement.

7.4 Invoices may be emailed to: [email protected], or mailed to: Accounts Payable, World Vision, Inc., PO Box 9716, M/S 360, Federal Way, WA 98063-9716. If emailing invoice, Vendor may copy WVUS client.

7.5 Each invoice must include: a. Invoice date and unique invoice number. b. Vendor name and address as stated herein. c. WVUS SOW number. d. Vendor Job number (if billing a Job). e. WVUS client name and/or department number.

7.6 Invoices received by WVUS without the complete information required in 7.5 may be returned to Vendor to resubmit.

7.7 Outstanding Amounts: a. The calculation of outstanding payments is from date of receipt of Vendor’s correct and complete invoice. b. Are subject to an interest rate of 1% per month. c. Amounts that have been reasonably disputed in writing prior to their due date are not subject to interest.

7.8 Taxes. Vendor is responsible to pay all country, federal, state, and local taxes on income received from WVUS.

7.9 Accounting and Audit: a. Vendor agrees to maintain complete and accurate records in accounting for Professional Services and all other financial elements of this MVA in accordance with the requirements herein and Generally Accepted Accounting Principles

Version: MVA20120916 (GAAP) of the United States. Vendor agrees to maintain and make available to WVUS such records for a period of twelve (12) months from receiving last payment. b. Vendor will provide access to WVUS or an independent third party (which WVUS appoints, that Vendor is reasonably agreeable to) to such records for the purpose of making audits and examinations. Access will be made available upon reasonable notice during normal business hours. c. WVUS will pay for all costs associated with audit, provided audit finds that WVUS did not overpay Vendor. d. If audit findings indicate that WVUS overpaid Vendor more than 2% during audited period the Parties agree to divide equally the cost of the audit. e. If audit findings indicate that WVUS overpaid Vendor more than 5% during audited period Vendor agrees to reimburse WVUS for all reasonable costs of audit. f. The owing Party will refund any payment due herein to the other Party within 30 days of audit findings.

8. Confidential Information

8.1 The Parties agree to define Confidential Information as: Information on paper, in materials, in electronic format, or orally communicated, which is: a. Marked “Confidential” or disclosed citing a confidentiality statement. b. Financial information pertaining to WVUS business that has not previously been publicly disclosed. c. Personally Identifiable Information (PII) defined by the National Institute of Standards and Technology (NIST), Special Publication 800-122, available at: http://csrc.nist.gov/publications/nistpubs/800-122/sp800-122.pdf or the most current definition published by NIST. d. All customer and donor (including prospective donor) information. e. Information owned by any party that meets the definition of Confidential Information herein.

8.2 Minimum Disclosure. Confidential Information is to be exchanged to the minimum extent necessary in order to fulfill the requirements and work performed under this MVA.

8.3 Non-Disclosure. Either Party will not disclose Confidential Information they have access to, learn of, or use to perform work to any third party, with exception to 8.4 herein.

8.4 Required Disclosure. Either party who is contacted by a United States government entity (having lawful authority to make such request) requesting the other Party’s Confidential Information will communicate such request to the owner of Confidential Information, who will disclose such information to the government entity, unless government entity has authority to require disclosure from the Party it made request to.

8.5 Security Controls. Vendor warrants that it has security controls in place that meet the provisions herein and also meet generally accepted industry standards for transmission, use, and storage of Confidential Information.

8.6 Breach. Vendor will disclose to WVUS any breach of WVUS Confidential Information upon discovery regardless of the day or time of such discovery. Breach is to be reported to the WVUS Information Systems Group Helpdesk at 253.815.5100.

8.7 Transmission a. PII and donor information must be transmitted in an encrypted form utilizing file transfer protocol (FTP). b. No PII or donor information can be transmitted over publicly accessible email, publicly accessible system, or by facsimile transmission. c. PII and donor information sent by courier or by USPS must be tracked with receiver’s signature on delivery receipt noted. WVUS may request a copy of signed delivery receipt, provided such requests are made within 12 months.

8.8 Back-up Storage a. Confidential Information may be backed-up or stored in conjunction with daily business data that Party backs-up for complying with its internal disaster or business recovery procedures, provided that such is maintained at a secure location and in encrypted form. b. At WVUS request, Vendor will provide WVUS in writing, Vendor’s internal back-up procedures that describe the average amount of time Confidential Information is recoverable from its systems until it is overwritten or destroyed.

8.9 Destruction a. Destruction or destroyed is defined as: i. Confidential Information on paper documents is cross-shredded or incinerated. ii. Confidential Information in Magnetic, electronic, or optical media are disposed of in compliance with United States Department of Defense 5220.22 - M data destruction specifications. b. All live PII and donor information is to be destroyed within 5 business days after use of such information, except for

Version: MVA20120916 compliance with subsection 8.8 herein.

8.10 Third Parties a. Any exchange of Confidential Information with a third party must be described in SOW. b. Prior to making any PII and/or donor information available to any third party, Vendor must provide WVUS a written warranty signed by Vendor declaring that third party agrees to all applicable provisions of this section “Confidential Information.”

8.11 Audit a. Vendor will allow WVUS to appoint an independent third party to inspect and certify Vendor’s compliance with the provisions herein. Such access will be made available upon reasonable notice and occurring during normal business hours and will occur within 12 months of Vendor’s use of Confidential Information. b. WVUS will request no more than one audit annually. c. Payment for audit will be borne by WVUS unless audit is conducted under a legal proceeding, in which case payment will be determined by the outcome of such.

8.12 Payment Card Industry (PCI) Compliance. Vendor is in compliance with PCI Data Security Standards (DSS) described at: https://www.pcisecuritystandards.org/security_standards/pci_dss.shtml for any work Vendor performs under this MVA, which includes: a. Responsibility for security of cardholder data that Vendor possesses, including all functions related to storing, processing, and transmitting of cardholder data. b. Providing WVUS evidence of its current PCI DSS compliance status upon execution of this MVA. c. Providing evidence of its PCI DSS status on an annual basis. d. Notifying WVUS within 5 business days of discovery that Vendor is no longer PCI DSS compliant and communicating to WVUS the steps Vendor will take to remediate such.

8.13 Remedies. The Parties acknowledge and agree due to the unique nature of Confidential Information there can be no adequate remedy for any breach, or intended or threatened breach of their obligations herein that any such breach may harm the operations of WVUS’ or Vendor’s employees, beneficiaries, resulting in irreparable harm. Therefore, upon any such breach or any threat of breach, WVUS or Vendor shall be entitled to appropriate injunctive or other equitable relief in addition to whatever rights or remedies it might have at law, in equity or by statute.

8.14 Survival a. The provisions of this Section associated with PII and donor information continue indefinitely. b. The other provisions of this Section will continue for 3 years following the termination or expiration of this MVA.

9. Warranty, Indemnification & Liability

9.1 The Parties warrant that each has the right and authority to enter into this MVA and are in compliance with all applicable country (federal), state, and local laws, registration and associated requirements in providing or receiving work under this Agreement.

9.2 Vendor warrants that all work under this MVA including any intellectual property Vendor provides, does not and will not violate, infringe or misappropriate any intellectual property rights of any third party, governmental or judicial authority and does not infringe any copyright or other proprietary rights, including the right of privacy or publicity. Further, such work shall not contain material that is scandalous, libelous, obscene, or knowingly violates rights of privacy or publicity, or any other rights of any person, firm or entity, or is contrary to the laws of the United States or the country such work is performed in.

9.3 Vendor will indemnify, defend and hold WVUS harmless from any claims, demands, expenses, lawsuits, actions, obligations, or liabilities arising or resulting from patent and copyright infringement or any default by Vendor and its subcontractors under the provisions of this MVA. a. Vendor will indemnify and defend WVUS against any third party claims that Vendor’s Deliverables infringe any United States or foreign patent or copyright owned by any third party, provided that Vendor is given prompt notice of such claim and is given information, reasonable assistance, and the sole authority to defend or settle said claim. Vendor will, in its reasonable judgment and at its option and expense: (i) obtain for WVUS the right to continue using Deliverables; (ii) replace or modify Deliverables so that they become non-infringing while giving equivalent performance; (iii) if Vendor cannot obtain the remedies in (i) or (ii), as its sole obligation, terminate any license associated with infringing Deliverables; or (iv) terminate access to the infringing Deliverables and refund a prorated amount of what WVUS originally paid for Deliverable. b. Vendor has no liability to indemnify and defend WVUS to the extent that (i) the alleged infringement is based on other work, data, software, applications, or programs created or furnished by WVUS (ii) the alleged infringement is the result of a

Version: MVA20120916 modification made by anyone under the direction of WVUS other than Vendor or its agents; or (iii) WVUS uses the work or services other than in accordance with stated legal proscriptions in SOW.

9.4 WVUS will indemnify, defend and hold the Vendor harmless from any claims, demands, expenses, lawsuits, actions, obligations, or liabilities arising or resulting from any default by WVUS under the provisions of this MVA.

9.5 Limited Liability. Excluding patent, copyright infringement, and breach of Personally Identifiable Information (PII), Vendor’s maximum liability for claims, demands, expenses, lawsuits, actions, obligations, or liabilities, regardless of the form of action and whether or not in tort or contract, is limited to direct damages and will not exceed the total amount of compensation paid under this MVA, per occurrence. Vendor shall have no liability for special or consequential damages or lost profits of WVUS.

9.6 In the event Vendor, its officers, employees, agents, and subcontractors enter premises occupied by or under the control of WVUS, Vendor will indemnify and hold harmless WVUS, its officers, employees and agents from any loss, damage, expense or liability by any reason of, or property damage or personal injury (including death) of whatsoever nature or kind arising out of, as a result of, or in connection with such performance occasioned in whole or in part by the actions or omissions of Vendor, its officers, employees, agents, or subcontractor excepting such loss, cost or damage occasioned by fault or negligence of WVUS.

9.7 Vendor assumes all risk for its officers, employees, agents, and subcontractors related to travel and releases WVUS from any liability related to personal injury or other harm (including death) incurred as a part of traveling to perform work under this MVA.

10. Background Investigations

10.1 The conditions under which a background investigation is required for an individual consists of the following: a. Engaging with a child beneficiary of World Vision. b. Unsupervised access to a World Vision location. c. International travel to a World Vision location. d. Access to any of the following: i. Personally Identifiable Information (PII). ii. A WVUS private network. iii. WVUS financial information not for public disclosure.

10.2 Vendor is responsible to have a background investigation performed for any employee or individual under Vendor’s control when any condition in 10.1 will exist during individual’s performance of Vendor’s obligations under this MVA.

10.3 Vendor will ensure that third party will use all the following criteria for conducting a background investigation: a. SSN/Address History Verification: identifies an individual by checking credit-based as well as other sources for a matching SSN. Results include address histories, used in the discovery of jurisdictions for the retrieval of other information such as criminal records. b. County Criminal Search (all jurisdictions represented in last 10 years of address history shall be searched): Jurisdictional search of court records in any county in the United States. c. Office of Foreign Assets Control (OFAC) Search: a check of the OFAC list of Specially Designated Nationals and Blocked Persons lists. d. Sex Offender: state-based search for sexual offenders who are required to register in the state in which they reside.

10.4 Passing a background investigation means “no evidence is found of person having any criminal conviction, nor is person registered as a sex offender in any state of the United States, nor is person listed on any Blocked Persons list issued by the OFAC.”

10.5 For each individual who passes background investigation successfully, Vendor agrees to notify WVUS by email at [email protected] with copy to Vendor’s WVUS client. Vendor agrees to allow individual to start work only after notifying WVUS.

10.6 This section applies to all United States citizens and other individuals who reside in the United States. Non-United States citizens not residing in the United States are subject to other background investigation requirements, which will be described in SOW.

11. Insurance

Vendor at its own expense will provide and keep in full force and effect during the term of this MVA the following insurance:

Version: MVA20120916 11.1 Commercial General Liability Insurance, including blanket contractual liability and product coverage for the indemnity obligations of this MVA, subject to insurance policy provisions and broad form property damage, with a $1,000,000 combined single limit per occurrence.

11.2 Professional Liability Insurance with a combined single limit of not less than one million dollars ($1,000,000) per occurrence. Such insurance shall cover any and all errors, omissions or negligent acts in the delivery of products, services, and licensed programs under this Agreement. Such errors and omissions insurance shall include coverage for claims and losses with respect to network risks (such as data breaches, unauthorized access/use, ID theft, invasion of privacy, damage/loss/theft of data, degradation, downtime, etc.) and intellectual property infringement, such as copyrights, trademarks, service marks and trade dress.

11.3 Employer’s Liability Insurance with a limit of not less than $1,000,000 per occurrence.

11.4 Workers’ Compensation statutory coverage as required by the laws of the jurisdiction in which the work is performed. If any direct claim for workers’ compensation benefits is asserted against WVUS by any employee, subcontractor or agent of Vendor, or in the event of death, by their personal representatives, then upon timely written notice from WVUS, Vendor shall undertake to defend WVUS against such claim(s) and will indemnify and hold WVUS harmless from and against any such claim(s) to the extent of all benefits awarded.

11.5 Automobile Liability insurance as may be necessary to provide adequate coverage for all services or work provided under this MVA.

11.6 Vendor will notify WVUS immediately of any coverage (applicable to the requirements herein) if amount of deductible is more than $100,000.

11.7 Vendor will name WVUS as an additional insured for all applicable policies. WVUS may request to see such policies upon reasonable notice to Vendor.

12. Termination

12.1 Termination of MVA. Provided any and all SOWs have been completed or terminated per the provisions herein, this MVA may be terminated by either Party upon written notice to the other Party.

12.2 Termination for Convenience

a. Either Party may terminate SOW (including any Job) by providing prior written notice to the other Party based on the cost of SOW described below:

Cost of SOW Prior Written Notice $0 to $149,999 30 days $150,000 to $249,999 60 days $250,000 or more 90 days

b. Vendor will be paid for any commitments or payments to third parties detailed in SOW or Job that Vendor made previous to WVUS’ written notice, including any non-cancelable commitments or non-refundable purchases. c. If Vendor terminates for convenience, Vendor agrees to refund WVUS pre-paid fees, if any, on a pro-rated basis. d. Both Parties will make payment of such commitments within thirty (30) days following the termination date of SOW or Job.

12.3 Loss of Funding. WVUS may terminate any SOW or Job due to loss of funding, reallocation of WVUS internal resources, or discontinued operations by providing at least 30 days prior written notice to Vendor. Vendor will be paid for any commitments or payments detailed in SOW or Job that Vendor was obligated to make, including any non-cancelable commitments or non- refundable Purchased Product. WVUS will make payment of such commitments within thirty (30) days following the termination date of SOW or Job.

12.4 Termination for Breach. a. If Vendor breaches Section 8 or 10 of this Agreement, WVUS reserves the right to suspend this Agreement and any SOW upon notice to Vendor, together with reservation of any rights and remedies under law. b. If either Party is found to be in breach of this MVA and such breach is not reasonably corrected or made to be in compliance within 30 days after non-breaching Party’s written notice, the non-breaching Party may, at its election, give

Version: MVA20120916 written notice of its intention to terminate this MVA and any SOW or Job (whether or not complete) together with reservation of any rights and remedies under law. c. In conjunction with any breach Vendor will be paid for any commitments or payments detailed in SOW or Job that Vendor was obligated to make, including any non-cancelable commitments or non-refundable purchases. WVUS will make payment of such commitments within thirty (30) days following the termination date of SOW or Job.

13. General Provisions

13.1 Assignment. The Parties will not assign this MVA, in whole or in part. This MVA shall be binding upon the Parties hereto and their successors in interest and permitted assigns.

13.2 Relationship of the Parties. The relationship of WVUS and Vendor is that of independent contracting parties and is not and will not be deemed to be any other relationship, including without limitation, that of joint venture, subcontractor, joint employers or principal and agent.

13.3 Vendor Code of Conduct. Vendor warrants its compliance to the requirements for conducting business, described at: http://www.wvuscontracts.org/files/49850922.pdf Version: VCC20120311

13.4 Press Releases. The Parties may prepare public disclosures regarding their business relationship with each other, provided both Parties agree in writing to all final copy prior to its disclosure.

13.5 World Vision Logo. Vendor may use World Vision’s logo on its website and in its materials for the purpose of disclosing its business relationship with WVUS to its clients and prospective clients, only during the period of this MVA. Any other use of World Vision’s Logo or brands will be described in SOW and will adhere to 13.6 “WVUS Brand.”

13.6 WVUS Brand. When applicable to work, Vendor agrees to the provisions for use of the World Vision Brand, described at: http://www.wvuscontracts.org/files/50317163.pdf Version: WVB20120311

13.7 Media Standards. When applicable to work, Vendor agrees to the standard for communicating media described at: http://www.wvuscontracts.org/files/49097248.pdf Version: MS20120219

13.8 Supplies and Materials a. Vendor warrants the supplies and materials Vendor uses in performance of work under this MVA are prepared and manufactured in accordance with standard industry practices and comply with all governing regulatory requirements regarding their use. b. Material Safety Data Sheets. In performance of applicable work, vendor will: i. Provide WVUS with the appropriate Material Safety Data Sheets ("MSDS") for all supplies and materials that Vendor uses or sells to WVUS. ii. Provide WVUS with updated MSDS sheets (within 30 days after manufacturer’s issuance) for all supplies and materials Vendor uses or sells to WVUS.

13.9 Affiliates. Vendor agrees that any World Vision office that is a member of the World Vision Partnership may use this MVA, its pricing, and all applicable provisions herein in conducting business with Vendor.

13.10 Blocked Parties. Vendor warrants that its employees and any other individual under Vendor’s control are not listed in the Office of Foreign Assets Control's Specially Designated Nationals and Blocked Persons list, the Bureau of Industry and Security's Denied Parties List, the Entry List and the Office of Defense Trade Controls' Debarred Persons Lists. These lists are available at: http://www.cbp.gov/xp/cgov/trade/trade_outreach/blocked_denied_debarred.xml.

13.11 Force Majeure. In the event of any intervening “force majeure” (natural disaster, war, etc.) recognized under the governing law, either Party may terminate work and/or allowed additional time for providing payment (in addition to the provisions herein) for SOW or Job.

13.12 Return of Property. Upon termination or expiration of this MVA, all property that each Party has possession of which is owned by the other Party, will be returned to owning Party per the provisions herein, or within 30 days of such termination or expiration.

13.13 Governance. This MVA and any transaction between WVUS and Vendor will be governed and construed in accordance with the laws of the State of Washington applicable to contracts executed and performed entirely within that State.

13.14 Attorney Costs. Except as otherwise provided herein, if any action is brought to enforce this MVA, to rescind the same, to

Version: MVA20120916 collect damages for an alleged breach hereof, or for declaratory judgment hereunder, the party prevailing in such action will be entitled, in addition to any other remedy, to its costs and reasonable attorneys’ fees incurred in enforcing the terms herein.

13.15 Waiver. The failure of a Party to enforce any provision in this MVA will not be construed as a waiver of such provision or the right of Party thereafter to enforce such provision, or any other provision in this MVA.

13.16 Complete Agreement: a. This MVA supersedes and replaces all prior representations, communications, understandings, previous agreements, whether written or oral, regarding the entire business relationship of the Parties. b. In the event of conflict, the following order of precedence applies: (a) MVA (b) SOW (c) Job. c. No SOW can change the provisions of this MVA. d. The provisions of this MVA can only be changed by a written amendment mutually executed by the Parties.

13.17 Place of business and point of contact for all aspects regarding this MVA:

If to WVUS: If to Vendor: World Vision, Inc. ______Attn: Vendor & Contract Services (VCS) ______P. O. Box 9716 – m/s: 361 ______34834 Weyerhaeuser Way South ______Federal Way, WA 98063-9716 ______Email: [email protected] ______

With Copy to: With Copy to: Authorized Representative: ______Email: Email: ______

In witness whereof, WVUS and Vendor agree to the provisions of this MVA by the signatures of their authorized representatives below:

World Vision, Inc. ______

Signature: ______Signature: ______

Name: ______Name: ______

Title: Authorized Representative Title: ______

Date: ______Date: ______

Version: MVA20120916 Professional Services Pricing Exhibit

1. Hourly rates for Professional Services will be in accordance with the following table:

Title / Role / Activity Hourly Rate

2. Per unit or per transaction fees for Professional Services will be in accordance with the following table:

Activity Description Type Rate

3. Conditions of Pricing Exhibit: a. Fixed Price Periods. This Pricing Exhibit is fixed for each 12 calendar month period of this MVA, with the first Fixed Price Period commencing upon execution if this MVA.

b. The rates in Pricing Exhibit will remain unchanged for all following Fixed Price Periods unless renegotiated per the following conditions: i. Vendor must notify and describe to WVUS any proposed price changes to this Pricing Exhibit at least 45 days prior to the end of the current Fixed Price Period. Otherwise the rates in Pricing Exhibit will remain unchanged and will continue to apply to the next Fixed Price Period. ii. The Parties must sign an amendment to this MVA to revise, add, or delete rates in this Pricing Exhibit.

c. The pricing in SOW for a project related Deliverable remains unchanged over all Fixed Price Periods regardless if this Pricing Exhibit is amended.

Version: MVA20120916