Vendor Information

Required Documents

Vendor must provide the following documents prior to payment release!

This Agreement shall be governed by the laws of the State of California.

This document constitutes the entire agreement between the parties and supersedes all prior agreements.

Amendments must be in writing and signed by both parties.

Services / Goods

Vendor agrees to provide the following services/goods

Please note that all payments are subject to receipt of invoice and completion of services.

Contractor Status

Vendor acknowledges and agrees:

• Vendor is an independent contractor and not an employee of the nonprofit.

• Vendor is responsible for all federal, state, and local taxes.

• Nothing in this agreement creates a partnership, joint venture, or employment relationship.

• Vendor is not entitled to employee benefits.

• Vendor shall comply with IRS independent contractor classification standards.

State & Tax Complaince

Vendor acknowledges and agrees:

• Vendor shall provide a completed Form W-9 in accordance with requirements of the Internal Revenue Service.

• If payments exceed $600 in a calendar year, Vendor acknowledges the nonprofit may issue IRS Form 1099-NEC.

• Vendor is responsible for reporting all income.

• Vendor shall maintain tax compliance with federal and state authorities including the California Franchise Tax Board.

• Vendor is properly registered and in good standing in California (if applicable).

• Vendor complies with California labor laws.

• Vendor maintains required business licenses.

• Vendor complies with sales tax requirements if applicable.

• Vendor complies with regulations overseen by the California Attorney General's Office where applicable to charitable activities.

Vendor agrees to maintain financial and service records for no less than four (4) years and provide access in the event of audit by:

• The Internal Revenue Service

• The California Franchise Tax Board

• Authorized regulatory authorities

Insurance Requirements

If required, Vendor shall maintain:

• General Liability Insurance: Minimum $1,000,000 per occurrence

• Workers’ Compensation Insurance (if employees are present)

• Professional Liability (if applicable)

Vendor shall provide Certificate of Insurance naming the nonprofit as Additional Insured where required.

Indemnification

Vendor agrees to defend, indemnify, and hold harmless the nonprofit, its directors, officers, employees, volunteers, and agents from any claims, damages, losses, liabilities, and expenses arising out of:

• Vendor’s negligence

• Breach of agreement

• Violation of law

• Personal injury or property damage caused by Vendor

TFC Policy

Vendor agrees to comply with all applicable federal and California anti-discrimination laws, including but not limited to:

• Title VII of the Civil Rights Act

• Americans with Disabilities Act (ADA)

• California Fair Employment and Housing Act (FEHA)

Vendor shall not discriminate based on race, religion, gender identity, sexual orientation, disability, national origin, or other protected status.

Vendor agrees to maintain confidentiality of:

• Donor information

• Participant information

• Financial records

• Proprietary program materials

Confidential information shall not be disclosed without written consent.

Unless otherwise agreed in writing:

• Work created under this agreement is considered “work made for hire.”

• All deliverables become property of the nonprofit.

• Vendor may not reproduce or distribute without permission.

Either party may terminate:

• With 30 days written notice

• Immediately for breach of contract

• Immediately for unlawful conduct

Vendor shall be compensated only for services rendered prior to termination.

Conflict of Interest

Vendor must disclose any:

• Familial relationships with nonprofit board or staff

• Financial interests in nonprofit transactions

• Potential conflicts of interest