Attachment 2-C CPA

Contract Number: 98000-0000005215-____

GTA DIrect Customer Purchase Agreement

GTA Direct Customer Purchase Agreement

This Customer Purchase Agreement for _______________________ (this “Customer

Purchase Agreement” or “CPA”), effective as of _______________________ (the “CPA Effective Date”) is executed and delivered by the undersigned customer (“Customer”) and _______________________ (“Supplier ”).

1. Services. Supplier will provide to Customer the Services set forth on each mutually agreed Statement of Work during the CPA Term (as defined below). In providing the Services and performing its obligations hereunder, Supplier shall comply with Attachment A (Scope of Services).

2. Separate Agreement.

a. As set forth in the GTA Direct _______________________ Services Agreement, dated as of _______________________, 20___, by and between Georgia Technology Authority (“GTA”) and Supplier (the “GTA Agreement”), this Customer Purchase Agreement incorporates the terms and conditions (other than Sections 2.6 Effect of Termination, 3.

Fee and 14.10 Notice) of the GTA Master Services Agreement. As such, Customer and Supplier each acknowledges and agrees that: (i) Supplier shall be solely liable for its obligations under this Customer Purchase Agreement; (ii) Customer shall be solely liable for its obligations under this Customer Purchase Agreement; and (iii) neither GTA nor the State of Georgia (nor any third party) shall be responsible for the obligations of Supplier or Customer under this Customer Purchase Agreement. Any claim or cause of action that Customer may have under this Customer Purchase Agreement, and that Supplier shall have against Customer, shall be exercisable solely against Supplier or Customer (as applicable) and not GTA or the State of Georgia.

b. Promptly following the execution of this Customer Purchase Agreement, Supplier shall return a copy of this executed Customer Purchase Agreement (including any applicable exhibits or attachments) to GTA at the address set forth below.

3. Collection of Customer Information. Customer and Supplier acknowledge and agree that from time to time, GTA may collect information in the form of Customer surveys, conduct Customer interviews, or request other information with respect to the services delivered or charges paid under this Customer Purchase Agreement.

4. Term. The term of this Customer Purchase Agreement shall begin on the CPA Effective Date and shall remain in effect until ______________________ (the “CPA Term”). Customer may extend the CPA Term upon written notice to Supplier , as long as the GTA Agreement remains in full force and effect at the time of such extension. For clarity, references to “Effective Date” in the GTA Agreement will be deemed to be the CPA Effective Date for purposes of this Customer Purchase Agreement.

Contract Number: 98000-0000005215-___

5. Address for Notices and Billing. All notices, requests, or other communications (excluding invoices) hereunder shall be sent to the following addresses:

Customer Supplier Entity Name Address Line 1 Address Line 2 City, State, Zip Contact Name Contact Title Email

Supplier shall submit invoices detailing the Charges for the Services to Customer at the following address:

Customer Entity Name Address Line 1 Address Line 2 City, State, Zip Contact Name Contact Title Email

6. Entire Agreement; Counterparts. This Customer Purchase Agreement (including the relevant provisions of the GTA Agreement and any Attachments hereto) constitutes the entire agreement between the parties with respect to its subject matter and supersedes all other representations, understandings or agreements that are not expressed herein, whether oral or written. Except as otherwise set forth herein, no amendment to this Customer Purchase Agreement shall be valid unless in writing and signed by both parties. Supplier and Customer may execute this CPA in multiple counterparts, each of which constitutes an original, and all of which, collectively, constitute only one agreement. The signatures for both Supplier and Customer need not appear on the same counterpart, and delivery of an executed counterpart signature page by facsimile or by electronic mail shall be as effective as executing and delivering this CPA in the presence of the other party.

7. Third-Party Beneficiary. Customer and Supplier hereby agree that GTA is an intended and express third party beneficiary of Sections 2 and 3 of this Customer Purchase Agreement and shall have the right, exercisable in its sole discretion, to enforce such terms and conditions, or to exercise any other right, or seek any other remedy, which may be available to it as a third-party beneficiary of Sections 2 and 3 of this Customer Purchase Agreement.

IN WITNESS WHEREOF, the duly authorized representatives of the parties hereto have executed this Agreement as of the date signed by both parties below.

[Name of Customer] [Supplier ]

By: _______________________________ By: ___________________________________

Name: _____________________________ Name: ________________________________

Title: ______________________________ Title: _________________________________

Date: ______________________________ Date:_________________________________

Supplier to return a copy of this executed Customer Purchase Agreement, and any applicable exhibits or attachments to:

Georgia Technology Authority GTA Direct Program Attention: GTA Direct Email: gtadirect@gta.ga.gov

Fee payments shall be submitted to GTA by Automatic Clearing House (ACH), for receipt not later than the Latest Fee Payment Date. Supplier must complete and submit the form authorizing electronic payment.

mailto:gtadirect@gta.ga.gov

Attachment A Scope of Services

[Insert any specific requirements associated with Customer’s facilities, systems or data, including any specific Security Requirements with which Supplier is required to comply in performing the Services.]

[Insert any specific requirements associated with Customer’s facilities, systems or data, including any specific Security Requirements with which Supplier is required to comply in performing the Services.]