1. DEFINITIONS
1.1 “Agreement” means these Terms and Conditions, together with the RFP document and any executed Statement of Work.
1.2 “Confidential Information” means all non-public information disclosed by Lantern Strategic or its clients to Vendor, whether orally, in writing, or by any other means, including but not limited to business plans, financial information, client lists, methodologies, strategies, and any other proprietary information.
1.3 “Deliverables” means all work product, including reports, analyses, presentations, software, or other materials created by Vendor in the performance of Services.
1.4 “Lantern Strategic” means Republic Insights, LLC d/b/a Lantern Strategic, its affiliates, successors, and assigns.
1.5 “Services” means the services specified in the RFP and any executed Statement of Work.
1.6 “Vendor” means the individual or entity submitting a proposal in response to the RFP.
2. SCOPE OF WORK
2.1 Vendor shall perform the Services as described in the RFP and any executed Statement of Work.
2.2 Vendor shall commit sufficient resources and qualified personnel necessary to complete the Services within the agreed timeframe.
2.3 Vendor must obtain prior written approval from Lantern Strategic for any subcontracting of Services. Vendor shall remain fully responsible for the performance of any approved subcontractors.
3. INDEPENDENT CONTRACTOR STATUS
3.1 Vendor is an independent contractor and not an employee, agent, joint venturer, or partner of Lantern Strategic.
3.2 Vendor shall be solely responsible for all tax withholdings, payments, and reporting obligations related to Vendor’s performance of Services, including but not limited to federal, state, and local income taxes, self-employment taxes, and any other applicable taxes.
3.3 Vendor shall not be entitled to any benefits provided by Lantern Strategic to its employees, including but not limited to health insurance, retirement benefits, workers’ compensation, or unemployment insurance.
3.4 Vendor is permitted to engage in other business activities and provide services to other clients while performing Services for Lantern Strategic, provided that such activities do not conflict with Vendor’s obligations under this Agreement or create a conflict of interest.
4. CONFIDENTIALITY
4.1 Vendor shall maintain the confidentiality of all Confidential Information and shall not disclose such information to any third party without Lantern Strategic’s prior written consent.
4.2 Vendor shall use Confidential Information solely for the purpose of performing the Services.
4.3 Vendor shall implement appropriate administrative, technical, and physical safeguards to protect Confidential Information from unauthorized access, use, or disclosure.
4.4 Upon termination of this Agreement or at Lantern Strategic’s request, Vendor shall return or destroy all Confidential Information in its possession.
4.5 Vendor’s confidentiality obligations shall survive the termination of this Agreement for a period of five (5) years.
4.6 In the event of an actual or threatened breach of confidentiality, Lantern Strategic shall be entitled to seek injunctive relief in addition to any other available remedies.
5. NON-SOLICITATION
5.1 During the term of this Agreement and for one (1) year thereafter, Vendor shall not directly or indirectly: (a) Solicit or attempt to solicit any employee, contractor, or consultant of Lantern Strategic to terminate their relationship with Lantern Strategic; (b) Hire or engage any employee, contractor, or consultant of Lantern Strategic who was involved in the provision of Services under this Agreement; or (c) Solicit or attempt to solicit any client of Lantern Strategic for whom Vendor performed Services or about whom Vendor obtained Confidential Information.
5.2 Vendor acknowledges that a breach of these non-solicitation provisions would cause irreparable harm to Lantern Strategic and that monetary damages would be inadequate. Lantern Strategic shall be entitled to injunctive relief to enforce these provisions.
6. INTELLECTUAL PROPERTY
6.1 All Deliverables created by Vendor in the performance of Services shall be considered “works made for hire” and shall be the exclusive property of Lantern Strategic.
6.2 To the extent that any Deliverables do not qualify as “works made for hire,” Vendor hereby assigns to Lantern Strategic all right, title, and interest in and to such Deliverables, including all intellectual property rights.
6.3 Vendor shall execute any documents necessary to perfect Lantern Strategic’s ownership of the Deliverables.
6.4 Vendor shall not use, reproduce, or distribute any Deliverables without Lantern Strategic’s prior written consent.
6.5 Vendor represents and warrants that the Deliverables will not infringe upon any third-party intellectual property rights.
6.6 Vendor may retain one copy of the Deliverables for archival purposes only, subject to the confidentiality obligations in this Agreement.
7. PAYMENT TERMS
7.1 Lantern Strategic shall pay Vendor in accordance with the milestone payment schedule specified in the RFP or Statement of Work.
7.2 Milestone payments shall be contingent upon Lantern Strategic’s acceptance of the associated Deliverables.
7.3 Vendor shall submit detailed invoices for each milestone achieved, including a description of the Services performed and Deliverables produced.
7.4 Lantern Strategic shall pay undisputed invoices within thirty (30) days of receipt.
7.5 Lantern Strategic may withhold payment for any Deliverables that do not meet the requirements specified in the RFP or Statement of Work until such deficiencies are corrected.
7.6 Expenses incurred by Vendor in the performance of Services shall be reimbursed only if pre-approved in writing by Lantern Strategic and accompanied by appropriate documentation.
8. TERM AND TERMINATION
8.1 This Agreement shall commence upon Vendor’s acceptance into the RFP process and shall continue until the completion of Services or termination as provided herein.
8.2 Lantern Strategic may terminate this Agreement at any time without cause upon thirty (30) days’ written notice to Vendor.
8.3 Either party may terminate this Agreement immediately upon written notice if the other party materially breaches any provision of this Agreement.
8.4 Upon termination, Vendor shall be entitled to payment for Services satisfactorily performed prior to the termination date.
8.5 Sections 3, 4, 5, 6, 9, and 10 shall survive the termination of this Agreement.
9. INDEMNIFICATION
9.1 Vendor shall indemnify, defend, and hold harmless Lantern Strategic from and against any claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) Vendor’s breach of this Agreement; (b) Vendor’s negligence or willful misconduct; (c) Any claim that the Deliverables infringe upon a third party’s intellectual property rights; or (d) Any claim related to Vendor’s status as an independent contractor.
10. GENERAL PROVISIONS
10.1 This Agreement shall be governed by and construed in accordance with the laws of Adams County, Nebraska, without regard to its conflict of laws principles.
10.2 Any disputes arising out of or related to this Agreement shall be resolved through binding arbitration in Hastings, Nebraska in accordance with the rules of the American Arbitration Association.
10.3 This Agreement constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior agreements, understandings, and communications.
10.4 This Agreement may not be modified except by a written instrument signed by both parties.
10.5 If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
10.6 Vendor may not assign this Agreement or any rights or obligations hereunder without Lantern Strategic’s prior written consent.
10.7 The failure of either party to enforce any provision of this Agreement shall not be deemed a waiver of such provision or any other provision.
10.8 All notices required under this Agreement shall be in writing and delivered personally, by certified mail, or by email with confirmation of receipt.
By submitting a proposal in response to the RFP, Vendor acknowledges that it has read and agrees to be bound by these Terms and Conditions.
