FEDERAL BID PARTNERS LLC
UNIVERSAL CLIENT SERVICES AGREEMENT
Checkout version: FBP-2026-09-09-v1
One agreement for all purchased services
This Universal Client Services Agreement (“Agreement”) is between Federal Bid Partners LLC, a limited liability company owned by VIRTUTERRA HOLDINGS LLC(“Company”), and the purchasing business or other legal entity identified in the accepted purchase records associated with this Agreement (“Client”). The person accepting this Agreement at checkout represents that they are authorized to bind that identified Client. If the purchaser is a sole proprietor, Client is that individual doing business under the name shown in the accepted purchase records. Company and Client are each a “party.”
Federal Bid Partners LLC is the contracting service provider. VIRTUTERRA HOLDINGS LLC is identified solely as its owner and does not become a party, guarantor, or joint obligor by being named here. Client purchases services for business purposes.
How this agreement works. These general terms apply to all services Client purchases from Company. Each “If you purchased” provision applies only to the corresponding purchased service. No selection checklist or service-by-service signature is required. The accepted purchase records establish what Client purchased, the price, and payment schedule; this Agreement supplies the common service terms and protections. Accepting this Agreement does not purchase every service in the catalog.
1. Identifying the purchase and the Client
1.1 Accepted purchase records. An “Accepted Purchase Record” or “Order” means a quote, proposal, statement of work, invoice, checkout/order confirmation, subscription description, or identifiable written exchange that states the purchased services and commercial terms, was provided to Client, and was affirmatively accepted by both parties. Client acceptance may be a signature, recorded electronic acceptance, written approval, or payment after presentation of the terms. A unilateral invoice, undisclosed website term, or internal Company note does not by itself establish Client’s agreement to a charge or commitment. Company will provide a copy of the accepted record on request.
1.2 Customer identity and connection to checkout. Client is the purchaser expressly named in the Accepted Purchase Records shown in or identified by the checkout, order confirmation, or purchase correspondence associated with this Agreement. The checkout purchaser’s name, business name, email, customer account, transaction identifiers, and correspondence may establish that connection. These records must identify the purchaser unambiguously; accepting for one Client does not bind a separate affiliate or another customer merely because a person or email address is shared. If accepted before an initial purchase, the Agreement governs the first mutually accepted Order identifying the purchaser represented by the person accepting, and later Orders of that same Client accepted subject to this Agreement.
1.3 Commercial particulars. The applicable Order establishes the purchased service or plan, covered entity, deliverables, quantities, limits, term, milestones, total price, initial payment, remaining installments, software charges, approved expenses, taxes, and any specific written promises. No amount or scope is invented from a blank or inferred merely from this catalog. Unless an Order says otherwise, the engagement component and installments are parts of the total commitment, not additional charges. If an essential item is missing or disputed, the parties will clarify it in writing before the affected work or additional charge proceeds.
1.4 Existing and future purchases. This Agreement applies to identified open Orders when affirmatively accepted and future Orders accepted under it. It does not by itself create a new purchase, renew a subscription, impose a previously undisclosed fee retroactively, or release an accrued claim. Checkout acceptance confirms agreement to these terms; it does not falsely acknowledge that unfinished work has been completed, that a government outcome has occurred, or that a particular payment was authorized. Any change to a specifically agreed existing refund right, guarantee, price, or scope requires express written agreement identifying the change.
2. Scope, priorities, and change orders
2.1 Purchased scope controls. Company will perform the services actually purchased. A service listed in this Agreement is not included unless selected in an accepted Order. Descriptions below explain possible work within each service; they do not add tasks, unlimited revisions, quantities, hours, access, or continuing support beyond the accepted scope. No individual salesperson, contractor, advertisement, or informal conversation can expand scope or waive these terms without Company’s authorized written acceptance. This provision does not exclude liability for fraud or an enforceable express promise.
2.2 Priority. An expressly negotiated exception or later accepted change order controls the specific provision it identifies and changes. A mutually accepted security/data addendum controls its specific security subject. Accepted Purchase Records control customer identity, purchased deliverables, commercial particulars, and specifically agreed written commitments. This Agreement otherwise controls general legal terms. A general catalog disclaimer does not silently erase a specific accepted promise. Client purchase-order boilerplate and third-party website terms apply only if Company expressly accepts them in writing. Later website changes do not amend a purchased Order by themselves.
2.3 Changes and exclusions. New solicitations, applications, entities, locations, systems, certifications, major rewrites, additional revision rounds, post-award work, newly issued requirements, and other work outside agreed limits require a written change order stating scope, price, and schedule. An identifiable email approval by each party’s authorized representative is sufficient unless law requires more. Company may decline or defer unapproved extra work. Correcting Company’s own material departure from agreed scope is not a billable scope change.
2.4 Timing and dependencies. Work begins after Company accepts the purchase and receives required payment, information, and lawful access. Dates are estimates unless expressly designated as binding with their prerequisites. Client delays extend affected performance dates by the delay and reasonable rescheduling time but do not extend government deadlines or automatically pause a fixed plan term. Company will notify Client of a known material deadline risk and need not accept an infeasible deadline. Changes in agency portals, solicitations, program rules, or third-party requirements may require an agreed scope adjustment.
3. If you purchased a particular service
In this section, “you” means Client. Each applicable subsection is part of your purchase without a separate checkbox or signature. Company’s obligation is to perform the purchased work with reasonable care and skill. Service activity is credited only to work actually performed, access actually provided, or capacity actually committed as agreed. These provisions do not replace an expressly purchased deliverable with a lesser task.
3.1 If you purchased SAM registration, renewal, updates, UEI, or CAGE assistance. You purchased private professional assistance with the applicable registration or renewal process, which may include intake, entity-data review, preparation, validation support, representations-and-certifications guidance, UEI assistance, CAGE/NCAGE coordination, submission support, and agreed follow-up. Company is not the government and is not a government-endorsed registration office. SAM.gov registration, renewal, and obtaining a UEI are free through the government; Company’s fee pays for its assistance. Learning that the government process is free does not, by itself, make an accurately disclosed assistance charge unauthorized or refundable.
You must provide accurate legal-entity, tax, address, banking, ownership, contact, and other required information; complete identity verification; supply required documents; respond to validation requests; and personally make or authorize all required representations and certifications. Government personnel decide validation, activation, code issuance, and timing. A pending, delayed, rejected, expired, or inactive registration does not alone establish that Company failed to provide its purchased services or cancel earned fees. Company is not responsible for the portion of delay caused by inaccurate information, missed Client steps, identity checks, agency requests, or portal outages, but remains responsible for its own agreed work and errors.
Company may document actual work with intake records, prepared registration data, validation correspondence, support tickets, submission receipts, status records, and client communications. A registration is not represented as activated until the responsible system confirms it. If activation is pending after an accepted submission, the submission work already performed remains compensable, while any purchased follow-up remains due. A one-time registration or renewal purchase does not include perpetual maintenance, later annual renewals, additional entities, or guaranteed awards. You retain ownership and administrative control of government accounts. These terms do not authorize new renewal charges without a valid purchase or renewal arrangement.
3.2 If you purchased proposal, RFP, RFQ, RFI, or sources-sought writing. The purchased service may include federal, state, local, prime-contractor, or commercial proposal development; requests for proposals, quotations, or information; sources-sought or market-research responses; compliance matrices; technical, management, staffing, and past-performance narratives; resumes; editing; formatting; and pricing-volume coordination. You supply and approve factual claims, rates, pricing, certifications, staffing, teaming commitments, and performance obligations. Each purchased response covers only the agreed opportunity, volumes, and revisions.
Drafts, revision histories, research, review notes, and delivery records may document actual services. Company must still deliver the contracted final work. Your decision not to bid, change of strategy, loss of eligibility, withdrawal, lack of award, or an agency’s amendment or cancellation does not by itself erase work performed or an agreed capacity commitment. If an opportunity changes or disappears, substitutions and additional rewriting require agreement. Unless expressly purchased, Company does not submit the response, provide legal protest services, appeal a decision, or perform the resulting government contract. Final submission is governed by Section 4.
3.3 If you purchased grant writing or grant application assistance. Work may include opportunity research, eligibility screening, letters of inquiry, narratives, budget narratives, application assembly, editing, and portal assistance. You control project design, budget accuracy, matching funds, fiscal sponsorship, eligibility, and approval. Research and drafting compensate work performed; the fee is not contingent on a funder’s acceptance, award amount, payment, or approval unless a separate lawful written arrangement expressly says so. A declined, withdrawn, canceled, or unfunded application does not alone mean services were not delivered. Company must complete the actual purchased scope. Later application cycles, new funders, appeals, resubmissions, grant administration, reporting, and audits are separate unless included.
3.4 If you purchased a capability statement or related business profile. Work may include copy, layout, branding coordination, NAICS/PSC research, business-profile content, and agreed updates. You verify identifiers, codes, credentials, qualifications, past performance, logos, references, and permission to use supplied materials. Draft and final file delivery and included revisions document performance. A preference change after approval, rebranding, later factual updates, or failure to attract leads or awards does not alone justify a refund or unlimited revisions. Correction of a material Company error remains included. Printing and third-party assets are separate unless purchased.
3.5 If you purchased certification or business-program assistance. This includes purchased assistance with SBA small-business or socioeconomic programs; veteran-owned and service-disabled veteran-owned programs, including VetCert; WOSB/EDWOSB; HUBZone; 8(a); and identified state, local, or other MBE, WBE, DBE, SBE, veteran, or related programs. Work may include readiness screening, checklists, eligibility-document review, narratives, application preparation, and agreed responses to agency requests. Company does not issue certification or decide legal ownership, control, affiliation, size, or eligibility.
You must substantiate every qualifying fact and promptly disclose eligibility changes. Documentation requests, ineligibility, agency denial, policy changes, delays, or your failure to complete a required step do not by themselves prove that purchased assistance was not delivered or entitle you to a refund of earned fees. If a purchased readiness review identifies a barrier or recommends not applying, an accurate review is still delivered work; the parties must separately address any remaining application work that cannot proceed under Sections 8–9. Company will not manufacture qualifying facts. Appeals, reconsideration, annual reviews, recertifications, and ongoing compliance are separate unless expressly included.
3.6 If you purchased bid sourcing, capture, consulting, training, or advisory services. Work may include searches, alerts, pipeline reviews, bid/no-bid discussions, market research, capture planning, teaming research, strategy sessions, training, and related advice. Search results, delivered analyses, meeting records, attendance, and agreed consultation availability may document performance. Recommendations depend on available sources and your profile and are not an exhaustive record of every opportunity. You decide what to pursue and verify suitability, eligibility, amendments, and deadlines. Failure to find an attractive opportunity, generate leads, obtain an introduction, or win business does not alone establish nonperformance. Missed sessions consume an allowance only if a reasonable scheduling/cancellation rule was disclosed and accepted. No exclusive agency access, procurement influence, or outcome is promised.
3.7 If you purchased a 90-day, annual, or other fixed-term proposal plan. You purchased a full committed plan, including the agreed capacity and services during its term. A 90-day plan lasts 90 consecutive calendar days, and an annual plan lasts 12 consecutive months, beginning on the accepted start date unless your Order states otherwise. If no date was agreed, the parties must confirm the start date in writing; Company will not silently backdate the term. Quantities, hours, concurrency, eligible response types, and revisions are those actually purchased. No unlimited entitlement is implied; an expressly purchased unlimited feature remains subject only to its disclosed, accepted conditions.
Monthly installments are a payment convenience for the total committed plan and do not make the plan month-to-month. Client inactivity, failure to supply materials, a decision not to bid, absence of suitable opportunities, or cancellation of a solicitation does not automatically pause the term, create rollover, or cancel installments. Unused capacity expires without cash value at term end unless otherwise agreed. Company must actually make purchased capacity available and perform its agreed obligations; merely sending an invoice is not proof of availability. If Company materially fails to provide contracted capacity or services, Sections 8–9 apply. Extension, substitution, additional quantities, and renewal require written agreement or a valid, previously accepted renewal arrangement.
3.8 If you purchased GSA / Multiple Award Schedule (MAS) assistance. Work may include readiness reviews, SIN research, offer preparation, pricing-document coordination, eOffer/eMod support, clarifications, negotiation preparation, modifications, and expressly included post-award assistance. You approve all prices, disclosures, representations, and terms. Company does not award a Schedule, control review time or negotiation results, or guarantee acceptance, orders, or sales. Offer files, drafts, clarification responses, and portal receipts may document purchased work. An agency rejection, extended negotiation, withdrawal, or lack of sales does not alone cancel earned fees or show nonperformance. Company remains responsible for completing its purchased scope. You maintain applicable reporting, fee, pricing, labor, sourcing, and other contract obligations. Ongoing maintenance, modifications, appeals, renewals, and sales support are separate unless included. A Schedule award does not guarantee government purchases.
3.9 If you purchased CMMC Level 1, CMMC Level 2, or NIST readiness assistance. Work may include relevant NIST SP 800-171 and assessment guidance, gap reviews, scoping, policies, training, remediation planning, control mapping, and assessment preparation. The purchase records or a mutually accepted project scope must identify the relevant framework/version, assessment path, systems, and implementation responsibilities. You purchased the stated readiness assistance; an advisory review, policy package, software score, or completion of consulting is not an official assessment, certification, government determination, or assurance of compliance.
Where an authorized independent assessor is required, that assessment and its fee are separately engaged unless expressly included through an appropriately authorized provider with applicable independence respected. You implement, operate, test, maintain, and fund actual controls except for tasks expressly assigned to Company. A negative assessment, unmet control, third-party finding, cyber incident, changing requirement, or failure to obtain a desired status does not alone establish failure of the purchased advisory work. Company is responsible for the quality and completion of its own agreed work. No contract term allows false evidence or a knowingly unsupported compliance claim.
3.10 If you purchased SPRS, SSP, POA&M, risk, network, or evidence assistance. Work may include Supplier Performance Risk System access guidance and entry assistance; System Security Plans; Plans of Action and Milestones; risk assessments/registers; asset inventories; network/data-flow diagrams; assessment-scope documentation; and evidence collection, organization, and review. These deliverables must reflect your actual environment. Draft policies, suggested scores, or an evidence folder are not proof that a control is implemented. Applicable program rules limit POA&Ms; they cannot be used to claim a passing Level 1 status with unmet requirements.
You verify scores, evidence, scope, and statements and provide the authorized official who makes required certifications and affirmations. Company will not fabricate evidence, backdate controls, or affirm compliance on your behalf. A finding of gaps may be the valid result of a purchased review and does not alone make that review undelivered. Environment changes, new systems, new sites, additional frameworks, remediation, and later evidence updates require additional agreed scope unless included. Penetration testing, managed IT, continuous monitoring, incident response, and forensic work are excluded unless specifically purchased and lawfully authorized. Restricted information is subject to Section 13.
3.11 If you purchased BidPulsar, CMMC Pulsar, other software, or related subscriptions. You purchased the access period, features, seats, usage limits, support, integrations, and advisory services stated in your accepted purchase records. Provisioned access, access-delivery notices, usage logs, support records, and delivered onboarding may document actual availability and service. A functioning subscription that is made available as agreed is not rendered undelivered solely because you do not log in, choose not to use it, or obtain no contract or certification result. Actual access failures and material functionality defects remain subject to the purchased commitments and Sections 8–9.
A software subscription does not include human proposal writing, consulting, implementation, remediation, official certification, or government account management unless purchased. A committed annual software subscription paid in installments remains an annual commitment. A genuinely monthly subscription expressly sold as monthly remains subject to its accepted monthly cancellation terms; this Agreement does not convert it into an undisclosed annual purchase. No automatic renewal arises merely from accepting this Agreement. Related onboarding, training, and advisory work is governed by its accepted scope. Section 12 governs software use and data export.
4. Client information, approvals, and submissions
4.1 Cooperation and accuracy. The representative accepting at checkout is Client’s authorized contact unless Client designates another in writing. Client will respond by agreed deadlines, provide complete and truthful information, promptly disclose changes, and obtain necessary consents and permissions. Client is responsible for its personnel, subcontractors, eligibility, technical environment, business decisions, and final factual representations. Company may reasonably rely on Client’s information without independently auditing it but may request support or refuse work involving suspected material inaccuracies or unlawful conduct.
4.2 Final review. Client must review and approve final deliverables before use or submission, including representations, certifications, budgets, prices, technical commitments, and compliance statements. Client’s authorized official makes all legally required certifications, signatures, self-assessments, and affirmations. Silence, payment, or deemed acceptance of a deliverable is not authorization to certify or submit it to a government agency.
4.3 Submission responsibility. Unless expressly included in an Order, Client submits all materials, monitors portals and messages, and retains timely submission receipts. If Company provides submission assistance, Client must give explicit written approval of the final version and any required submission authorization. Company will use only access permitted by the relevant platform and will provide available submission confirmation. Client must promptly verify receipt and alert Company to any problem. Company has no general power of attorney and cannot bind Client to an award, certify eligibility, or accept government contract terms without specific lawful authority.
4.4 Access and compliance. Client will provide authorized delegated access where available, maintain its own administrator access, and complete identity verification. Client will not share another person’s credentials contrary to platform rules. Client will disclose material restrictions, contractual flow-downs, data classifications, conflicts, and solicitation requirements before work begins. Company may reject requests involving false statements, improper influence, prohibited contingent fees, or other unlawful conduct.
5. Deliverable review and limited service warranty
Company will perform purchased professional services with reasonable care and skill and substantially in accordance with the Order. Client has five business days after delivery to identify specific material departures from scope in writing; a shorter review period must be expressly agreed for a time-sensitive submission. Company will reasonably correct a substantiated departure at no additional fee. New preferences or facts and changes outside scope are handled under Section 2.
For contractual delivery and billing purposes, a deliverable is accepted when Client approves it, uses or submits it, or the review period ends without a specific written objection. Acceptance does not authorize a government submission and does not waive latent defects, fraud, or non-waivable rights. Minor issues do not justify rejection of conforming portions. Failure to achieve a government, funding, certification, assessment, or sales outcome is not by itself a service defect. The notice, cure, and limited termination remedy in Sections 8–9 applies to an uncured material service failure.
6. Fees, earned amounts, and non-refundable commitments
6.1 Payment obligation. Client will pay the amounts and due dates stated in the Order, without conditioning payment on a bid, grant, registration, certification, award, revenue, financing, or other third-party event. Applicable taxes other than taxes on Company’s income and expressly approved third-party costs are additional. Company may require the initial payment before reserving capacity or beginning work. A service name alone does not establish the purchase price or a minimum term; those must appear in the accepted purchase records.
6.2 Earned fees and no voluntary refunds. To the fullest extent permitted by applicable law, fixed-project and minimum-term plan fees are earned upon Company’s acceptance of the Order and actual reservation of the agreed capacity for that project or term. Any engagement component identified in the accepted purchase records compensates for onboarding, planning, and capacity commitment and is included in the stated total unless expressly priced separately. Subscription fees are earned when access is made available for the purchased period; hourly and approved additional-service fees are earned as work is performed. These provisions compensate Company for the agreed services, access, and capacity and are not intended as a penalty. Company remains obligated to perform the purchased services. If applicable law does not permit advance earning of a particular amount, the earned portion will instead be determined by actual performance, lawful capacity commitments, and that law.
6.3 Non-refundable purchases. Except for Sections 8, 9, and 16 or a non-waivable legal right, payments are non-refundable, and Client’s cancellation, nonuse, change of plans, financial difficulty, failure to provide information, dissatisfaction with an external decision, or failure to obtain an anticipated outcome does not create a refund, credit, or release from the agreed commitment. A discretionary credit or accommodation is effective only if confirmed by Company in writing and does not change other obligations.
6.4 Installments. An installment schedule finances the agreed commitment solely as a payment convenience. It is not a right to cancel remaining payments at the end of a month. Client remains responsible for the entire lawful fixed-project or minimum-term commitment, subject to the express termination remedies and mandatory law. Stopping work, revoking automatic payment authorization, replacing a card, or closing an account does not itself discharge that debt. Any automatic card or bank debit requires appropriate separate authorization; this Agreement alone does not authorize unspecified withdrawals or waive a right to revoke a payment mandate.
6.5 Late payment and collection. Overdue lawful amounts accrue simple interest at the lesser of 1% per month or the maximum lawful rate, beginning ten calendar days after the due date, without compounding. Client will reimburse Company for reasonable, documented collection costs, court costs, and attorneys’ fees actually incurred to collect amounts properly due, to the extent permitted by law and subject to any mandatory reciprocity rule. No such interest, costs, or collection activity applies where prohibited by a protected payment dispute. These amounts cannot duplicate another recovery or operate as an unlawful penalty.
7. Payment disputes and chargebacks
Client will not knowingly misrepresent an authorized transaction as unauthorized, seek duplicate recovery, or use a chargeback, payment reversal, or stop-payment instruction in bad faith to avoid amounts properly due. Except where applicable law or binding payment-network rules provide otherwise, Client agrees to use the notice and cure process below before initiating a payment dispute concerning service scope, performance, cancellation, or dissatisfaction. Company may submit this Agreement, invoices, authorization records, communications, and appropriate performance evidence to respond to a dispute, using reasonable confidentiality safeguards.
Protected rights remain intact. Nothing in this Agreement prohibits a good-faith report of an unauthorized or fraudulent transaction, a billing error, or another dispute protected by applicable law or binding card-network/payment-provider rules. No provision requires Client to miss a bank, processor, statutory, or regulatory deadline, withdraw a legitimate dispute, waive a non-waivable right, or delay an urgent fraud report. Client should notify Company promptly when lawful and practicable so an error can be addressed. Exercising a protected right alone is not a breach and does not trigger a penalty or collection fee.
If a payment is reversed, the parties’ underlying rights remain subject to the merits of the dispute and applicable law. A temporary processor credit is not by itself a final adjudication that no contractual debt exists. Company may pursue only amounts lawfully owing through permitted procedures. Client is liable for reasonable, documented third-party reversal costs only if caused by Client’s established bad-faith breach, recoverable by law and binding payment rules, and not duplicative of other recovery.
Service and transaction records. Company may maintain and use accurate, contemporaneous records of accepted purchase terms, payment authorizations, electronic acceptance events and the presented agreement version, intake, drafts and revisions, correspondence, meetings, submissions, delivery, provisioned access, and support to demonstrate what was purchased and actually performed. Company may disclose the relevant minimum information to a bank, processor, court, or other proper dispute decision-maker, with reasonable confidentiality safeguards. Such records are evidence subject to review, not an irrebuttable presumption of delivery or authorization. Company will not describe unfinished work as complete or treat checkout acceptance alone as proof that all future services were received. Client may identify inaccuracies and supply contrary records. A decision-maker determines a payment dispute under the applicable rules and facts.
8. Notice, good-faith resolution, and opportunity to cure
A party claiming breach will give written notice under Section 17.2 identifying the issue, relevant Order, supporting facts, disputed amount if any, and requested resolution. The parties will confer in good faith. The receiving party has ten business days after receipt to cure a payment default and fifteen business days to cure another material breach. If a nonpayment-independent breach reasonably requires more time, the receiving party must begin cure within that period and diligently complete it within thirty calendar days after notice unless the parties agree otherwise. No extension applies if cure can no longer provide a meaningful remedy, such as an irretrievably missed binding submission deadline.
During a dispute, Client will pay undisputed amounts, and the parties will continue obligations not lawfully suspended. Company will promptly correct confirmed duplicate charges, overpayments, or billing errors. This process does not restrict protected payment-dispute rights, government reports, emergency relief, or timely filing needed to preserve a claim. It does not toll external deadlines unless applicable law or a written agreement provides otherwise.
9. Term, suspension, and termination
9.1 Duration and renewal. This Agreement becomes effective when Client affirmatively accepts it and Company accepts it as described in Section 17.6, and continues while an Order remains active and thereafter for surviving obligations. Each Order has its own term. There is no automatic renewal unless the Order expressly states the renewal period, price or determinable price basis, cancellation method and deadline, and any legally required consent and notices are satisfied. Otherwise, renewal requires a new accepted Order. Cancellation of a future renewal does not cancel an existing commitment.
9.2 Suspension. After the applicable notice and cure period, Company may suspend services, new deliverables, and software access for unpaid amounts properly due or another material Client breach. Company may act immediately to address unlawful activity, a credible security threat, or access misuse, with prompt notice where lawful. Company will limit suspension reasonably to the issue. Resulting Client-caused delays may affect deadlines and do not extend the term or erase lawful fees. Company will not withhold Client-owned government accounts or original records as security for payment. Protected dispute activity alone does not justify suspension.
9.3 Client cancellation or default. Client may request cancellation by written notice. Cancellation for convenience does not create a refund or relieve the lawful fixed-project or minimum-term commitment. Company may terminate an affected Order for an uncured material Client breach. Remaining installments continue on their schedule; Company may accelerate amounts only where legally permitted after written demand and ten additional business days to pay. Any claim for unperformed services must reflect required mitigation, avoided costs, and limits on penalties or unjust enrichment. Company will not recover the same loss twice.
9.4 Company breach or Company convenience termination. Client may terminate the affected Order for Company’s uncured material breach under Section 8. Company may terminate for convenience on fifteen business days’ written notice. In either case, Client owes fees for conforming services delivered and lawful noncancelable third-party commitments approved by Client, but Company will cancel charges for the unperformed affected portion and return prepaid amounts allocable to that portion within thirty calendar days. Allocation will reasonably reflect the Order’s pricing and actual performance; an advance-earned label cannot defeat this remedy. Subject to mandatory law and Section 15’s exceptions, correction/reperformance or this termination remedy is Client’s exclusive remedy for a breach of the limited service warranty; separate confidentiality, IP, and other contractual claims remain subject to their terms.
9.5 Transition and survival. On termination, each party will stop using the other’s confidential information except as allowed for retention, enforcement, or paid deliverables. Company will provide completed deliverables for which payment is due and has been made, subject to Client’s perpetual rights under Section 11, and reasonably enable return/export of Client data as provided in Section 12. Additional transition work is separately priced if approved. Payment obligations, protected rights, IP, confidentiality, liability limits, indemnification, dispute resolution, and provisions intended by their nature to survive remain effective.
10. No outcome guarantees; independent business judgment
Except for a lawful, specific written commitment expressly accepted in an Order, Company does not guarantee any government or private award, grant funding, revenue, return on investment, ranking, shortlist, response, registration activation, CAGE/NCAGE assignment, processing date, certification, eligibility determination, GSA/MAS acceptance or sales, SPRS score, CMMC status, assessment result, NIST compliance, or absence of a cyber incident. Agency discretion, funding, competition, third parties, Client facts, actual implementation, and changing requirements affect results. Historical results, examples, projections, and testimonials are not promises of Client results.
Company is an independent contractor providing the purchased professional or software services. It does not provide legal, tax, accounting, lobbying, audit, insurance, or official certification services under this Agreement. Client obtains its own licensed professional advice where needed. Company has no authority to promise government treatment or bind Client. Except for Section 5 and express written commitments, Company disclaims implied warranties of merchantability, fitness for a particular purpose, and noninfringement to the extent lawful; this does not excuse knowing infringement, fraud, or mandatory obligations.
11. Intellectual property and deliverable rights
Client retains ownership of materials and data it supplies and grants Company a limited right to use them to perform the Agreement. Client warrants that it has the necessary rights and permissions. Company retains its pre-existing and independently developed templates, methodologies, tools, software, workflows, libraries, general know-how, and improvements that do not disclose Client’s confidential information (“Company Materials”).
Upon full payment for the relevant deliverable, Company assigns to Client its rights in the original content created specifically and exclusively for Client and identified as a purchased deliverable, excluding Company Materials and third-party content. To the extent Company Materials are embedded in that deliverable, Company grants Client a perpetual, nonexclusive, worldwide license to use, reproduce, modify, and share them as part of that deliverable for Client’s business, including with agencies, assessors, advisors, and prospective customers, and to grant government rights Client is required to grant for that submission. Client may not extract Company Materials for resale, distribution as templates, or use to provide competing services. Third-party materials remain subject to disclosed license terms. Software is licensed under Section 12, not assigned.
Before full payment, Client may review drafts internally. While Client is current on its agreed installments, Company also permits Client to use delivered final work for its intended business purpose, including an approved government submission, without waiving the remaining debt. This interim permission does not permit extraction or resale of Company Materials. Company may suspend permission for new uses after an uncured payment default, subject to protected dispute rights, but will not retroactively invalidate an authorized submission or rights already granted to a government agency. Nothing gives Company ownership of Client’s underlying facts, original records, government identifiers, or accounts. Neither party may use the other’s name, logo, or nonpublic results in marketing without written permission.
12. Software access, information tools, and data export
Company grants Client a limited, nonexclusive, nontransferable right during the paid access period to use purchased software for Client’s internal business within agreed limits. Client is responsible for authorized users, access controls, and lawful use. Client may not resell access, share seats outside permitted users, bypass limits, interfere with security, scrape contrary to applicable terms, or reverse engineer except where mandatory law permits. Third-party platforms and data sources remain subject to their applicable terms.
Opportunity feeds, recommendations, automated drafts, AI-assisted outputs, scoring tools, and compliance checklists may contain errors, omissions, stale data, or unsupported conclusions and require human review before reliance or submission. Company will use reasonable care in any human review expressly purchased. Company does not promise uninterrupted access, exhaustive data, a particular feature indefinitely, or an official security designation unless expressly stated in the Order. Company may make reasonable product changes but will not materially reduce purchased core functionality during a prepaid committed period without comparable replacement or the Section 9.4 remedy for the affected unused portion. Maintenance and third-party outages may temporarily affect access.
Client remains owner of its uploaded data. During the term, Client should retain independent copies of important records. For thirty calendar days after expiration or termination, Company will provide a reasonable method to export available Client data in an ordinarily supported format, subject to identity verification and lawful security restrictions. Standard export is not conditioned on payment of a disputed balance; custom conversion or migration requires a separately approved fee. After that period Company may delete data according to its ordinary retention process, subject to Section 13 and applicable law. Client may retain and use lawfully exported Client data and paid deliverables after access ends.
13. Confidentiality, security, and restricted information
Each party will use the other’s nonpublic business, technical, financial, personal, and security information only to perform or administer the Agreement, protect its rights, or comply with law. It will apply reasonable safeguards and restrict disclosure to personnel, approved service providers, and professional advisors who need access and are bound by protective duties. Company remains responsible for its subcontractors’ performance of delegated contractual obligations. Information independently developed, lawfully received without restriction, already lawfully known, or public without breach is not confidential.
A party may make legally required disclosures, giving advance notice where lawful and reasonably practicable and limiting disclosure to what is required. Nothing prohibits lawful reporting to regulators, government agencies, law enforcement, or protected whistleblowing. Confidentiality continues for five years after termination and for trade secrets while legally protected; personal and regulated information remains protected for any longer legally required period.
Restricted data requires an agreed handling plan. Client must identify Federal Contract Information (FCI), Controlled Unclassified Information (CUI), covered defense information, export-controlled information, sensitive personal data, and other restricted information before transfer. Client will not send such information to ordinary email, document tools, BidPulsar, CMMC Pulsar, AI tools, or another environment unless Company has expressly accepted the data type, handling location, permitted personnel, safeguards, and applicable flow-downs in a written security/data addendum. Classified information is excluded. No FedRAMP authorization, CMMC status, or authority to host regulated data is implied by a product name, readiness service, or use of a particular cloud provider.
Company will not place Client confidential information into public AI tools or authorize its use to train a general-purpose model without Client’s written permission. Permitted service providers and tools must remain consistent with this section and any agreed data restrictions. If either party discovers unauthorized access to or disclosure of the other’s confidential information in its custody, it will promptly notify the other, take reasonable containment steps, and cooperate with legally required response. An applicable security addendum and mandatory law govern any specific reporting deadlines. Each party retains its own legal reporting duties; this Agreement does not transfer them or excuse mandatory security obligations.
On request or termination, each party will reasonably return or delete confidential information no longer needed, except for legally required retention, a protected archival copy for contract administration or disputes, and routine backups deleted through normal cycles. Retained information remains protected. Company may reuse general skills and nonidentifying know-how but not Client’s confidential content.
14. Client indemnification
To the extent permitted by law, Client will defend, indemnify, and hold harmless Company, VIRTUTERRA HOLDINGS LLC, and their officers, members, employees, and subcontractors from third-party claims and resulting judgments, approved settlements, and reasonable defense costs to the extent caused by: (a) materially false or misleading information, certifications, or evidence supplied or approved by Client; (b) infringement or unlawful disclosure inherent in Client-supplied materials; (c) Client’s unlawful use of services, systems, or deliverables; or (d) Client’s material breach of its eligibility, authorization, access, or data-handling duties. Lawful government claims may be covered, but penalties, punitive amounts, and other nonindemnifiable liabilities are excluded where law prohibits indemnification.
This obligation does not cover the portion caused by an indemnified party’s negligence, breach of this Agreement, fraud, willful misconduct, or unauthorized alteration of Client materials. Company will promptly notify Client of a claim; delay reduces Client’s obligation only to the extent it materially prejudices the defense. Client may control the defense with reasonably acceptable qualified counsel. Company may participate at its own expense, except reasonable separate counsel costs are covered where a material legal conflict requires separate representation. No settlement may admit fault of, impose nonmonetary obligations on, or fail to fully release an indemnified party without that party’s written consent, not unreasonably withheld.
15. Limitations of liability
15.1 Excluded damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY AND ITS OWNER, AFFILIATES, PERSONNEL, AND SUBCONTRACTORS WILL NOT BE LIABLE UNDER THIS AGREEMENT FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST BUSINESS OPPORTUNITIES, ANTICIPATED AWARDS OR GRANTS, OR LOST GOODWILL, WHETHER CLAIMED AS DIRECT OR INDIRECT DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY.
15.2 Aggregate cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMBINED AGGREGATE LIABILITY OF COMPANY AND THOSE PERSONS FOR ALL CLAIMS ARISING FROM OR RELATING TO AN AFFECTED ORDER WILL NOT EXCEED THE FEES ACTUALLY PAID TO COMPANY UNDER THAT ORDER DURING THE TWELVE MONTHS IMMEDIATELY BEFORE THE FIRST EVENT GIVING RISE TO THE CLAIM. RELATED CLAIMS ARE AGGREGATED AND DO NOT MULTIPLY THE CAP. IF A CLAIM AFFECTS MORE THAN ONE ORDER, THE CAP IS THE COMBINED FEES PAID UNDER THOSE AFFECTED ORDERS DURING THAT PERIOD, WITHOUT DOUBLE COUNTING.
15.3 Exceptions and allocation. These exclusions and caps do not limit fraud, willful misconduct, gross negligence, or any liability that applicable law prohibits limiting. They do not reduce Company’s express billing-correction or refund obligations under Sections 8, 9, and 16. They do not excuse Company from applicable security or privacy law or limit a government agency’s enforcement authority. Client’s lawful payment obligations and Section 14 indemnity are not limited by Company’s cap, subject always to mandatory law and Section 14’s exclusions. The parties acknowledge that fees reflect this allocation of risk and that a higher liability limit may be negotiated in an express written amendment.
16. Force majeure and changes in external requirements
Neither party is responsible for delay or inability to perform to the extent caused by events beyond its reasonable control, including natural disasters, war, civil emergency, government shutdowns, agency or portal outages, widespread utility or telecommunications failures, or changes in law that prevent performance. Ordinary staffing shortages, lack of funds, and failures caused by a party’s failure to use reasonable safeguards are not automatically excused. The affected party will promptly notify the other and reasonably mitigate the effect.
Accrued payment obligations remain due. External deadlines and government requirements remain effective unless the responsible authority changes them. Scope or methods affected by new requirements will be addressed through a written change order. If a force-majeure event prevents material services for more than thirty consecutive calendar days, either party may terminate the affected portion on written notice; Company will retain payment for completed services and approved unavoidable third-party commitments, refund prepayments for the unperformed portion, and cancel corresponding future charges. No advance-earned designation overrides this adjustment.
17. Governing law, disputes, and general provisions
17.1 Law and venue. Any governing-law and venue provision expressly accepted in the applicable purchase records controls. Otherwise, subject to controlling federal law and non-waivable protections, the laws of the U.S. state where Company maintained its principal office when the relevant Order was accepted govern, without its conflict-of-law rules, provided that office address was disclosed to Client in the purchase records before acceptance. After the Section 8 process, the parties consent to exclusive venue in the state courts serving that disclosed county or, where federal subject-matter jurisdiction exists, the federal court serving that location. A later Company move does not change the chosen law or venue for that Order. If no qualifying U.S. office address or enforceable selection was disclosed, ordinary applicable choice-of-law and venue rules govern; no undisclosed jurisdiction is imposed. Either party may seek urgent provisional relief from a competent court or take action needed to preserve a filing deadline. Mediation may be agreed; arbitration is not required. Collection costs are governed by Section 6.5 and applicable law.
17.2 Notices. Client may send contract notices to Company’s notice or support email shown in the accepted purchase records, or to contact@federalbidpartners.com. Company may send notices to Client’s email in the accepted purchase records or the email used at checkout unless Client supplies a different address. Notices must sufficiently identify the Client and affected purchase. Notice is effective on acknowledged receipt or the next business day after transmission if the sender receives no delivery-failure notification. A sender aware of failed delivery must use a confirmed alternate email or tracked delivery to the party’s disclosed business address. Either party may update notice details in writing. These notices do not substitute for formal service of process or required notice to a bank, processor, agency, or regulator. “Business day” means Monday through Friday excluding U.S. federal holidays; other stated days are calendar days.
17.3 Relationship and personnel. Neither party is the other’s employee, partner, joint venturer, fiduciary, or general agent. Company controls its personnel and may use qualified subcontractors subject to confidentiality, security, and agreed access restrictions. Services are nonexclusive, but Company will not misuse Client’s confidential information and will disclose and address a known conflict that would materially impair the agreed engagement.
17.4 Assignment. Client may not assign this Agreement without Company’s prior written consent, not unreasonably withheld. Company may assign it to an affiliate or successor in a merger, reorganization, or sale of substantially all relevant assets if the assignee assumes the obligations and the assignment does not materially reduce Client’s contractual rights; Company will give written notice. Assignment does not expand authorized access to restricted data or avoid required security consents.
17.5 Entire agreement; severability; waiver. This Agreement, the Accepted Purchase Records incorporated under Section 1, and specifically accepted attachments form the entire agreement for their subject and replace other prior discussions and representations on that subject, subject to the express protections for existing commitments and accrued rights in Sections 1–2. Changes require written acceptance by both parties’ authorized representatives. Nothing excludes liability for fraud or a non-waivable right. If a provision is unenforceable, it will be narrowed only to the extent law permits, or severed, and the remainder will continue unless the essential bargain fails. Delay or a single waiver does not waive future enforcement. No third party may enforce this Agreement except the persons expressly protected by Sections 14–15, solely as to those protections. Owner protections do not make the owner a guarantor or excuse its own non-waivable liability.
17.6 Electronic records and checkout acceptance. The parties consent to electronic delivery, records, and acceptance to the extent permitted by law. At checkout, this Agreement is made available through the linked Terms of Service. Client affirmatively accepts it by selecting the required agreement checkbox and submitting the purchase. The person doing so represents that they are authorized to bind the identified Client. A separate signature document, handwritten signature, Company countersignature, or drawn signature is not required for this checkout acceptance process. Company accepts by offering the applicable services under these terms and confirming the accepted Order or performing the agreed services after Client accepts.
The checkout acceptance record, associated transaction and customer identifiers, and the version of this Agreement presented establish the record of acceptance, subject to contrary evidence and applicable law. The recorded acceptance time controls the effective acceptance date. Client can retain this Agreement by printing or saving this page and may request a copy from Company. Company will retain the applicable agreement version with available acceptance and purchase records. Viewing a page or using a service, without the required affirmative acceptance, does not by itself establish acceptance of these terms. Acceptance of this Agreement is separate from any marketing or SMS consent and does not authorize unspecified future charges.
18. Client acceptance at checkout
By selecting the required agreement checkbox and submitting my purchase, I confirm that I am authorized to bind the Client identified in the Accepted Purchase Records associated with this Agreement, and that those records identify the business for which I am accepting. I accept this Agreement for that Client and the purchases it covers. I understand that:
- The accepted invoice, proposal, checkout/order confirmation, or other accepted written purchase record states what Client bought and the agreed price and payment schedule.
- The applicable “If you purchased” provisions govern those services without a separate selection or signature for each service.
- Fixed-term plans remain full-term payment commitments even when paid in installments; non-refundable fees remain subject to this Agreement’s express exceptions and protected rights.
- Company sells the stated professional services and/or software access; government approvals, awards, registrations, certifications, assessment results, and revenue are not promised unless a lawful, specific written commitment expressly provides otherwise.
- Client must provide truthful, timely information and approve and make its required final submissions, certifications, and affirmations.
- I have reviewed the notice/cure process, payment-dispute provisions, liability allocation, and opportunity to obtain independent advice.
I accept in my representative capacity for the identified Client, except where I am the purchasing sole proprietor. No separate personal guaranty is created.
No separate signature form is required. Acceptance is recorded through checkout.