Agreement Between Supplier

Nonexclusive Agreement between Supplier and Business Consultant

Agreement made on the , between

, a corporation organized and existing under the laws of the state of , with its principal office located at

, referred to herein as Consultant, and

, a corporation organized and existing under the laws of the state of , with its principal office located at

, referred to herein as Supplier.

For and in consideration of the mutual covenants contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. Consultant undertakes and agrees to purchase from Supplier and sell to qualified businesses the following described Products (the Products):

2. Consultant will take reasonable steps to assure that the businesses are qualified to purchase and/or use the Products at the time of each sale.

3. Supplier will keep Consultant supplied with a reasonable quantity of catalogs, service, technical, and advertising materials deemed appropriate by Consultant relating to the Products.

4. All prices and discounts are subject to change without notice.

A. All prices are F.O.B. Consultant’s distribution facilities for the Products. Supplier shall bear all costs, insurance premiums, freight, and all other charges or expenses incurred after Supplier has placed the Products in the custody of a carrier at the place of shipment to Consultant.

B. Supplier will pay for any sales or use taxes prior to the sale of the Products by Consultant to its customers.

C. Title to and risk of loss of the Products shall pass to Consultant on receipt by Consultant, or consultant’s client, of the ordered Products.

5. Supplier shall not be liable in any respect for failure to ship or for delay in shipment of Products pursuant to accepted orders where such failure or delay shall have been due wholly or in part to shortage or curtailment of material, labor, transportation, or utility services, or to any labor or production difficulty in Supplier's plants or those of its suppliers, or to any cause beyond Supplier's control or without Supplier's fault or negligence.

6. Supplier shall from time to time advise Consultant in writing of the warranty or warranties applicable to the Products.

A. In any event and notwithstanding anything in this instrument to the contrary, Supplier's liability under any warranty shall be discharged by replacing or repairing any Products, part or parts which may prove defective under normal or proper use, within the effective period of the warranty, if shown to be defective by proper evidence submitted to Supplier.

B. It is agreed that all warranties and guarantees as dated shall immediately cease and terminate, notwithstanding anything in this instrument to the contrary, in the event that any parts or structural components or appurtenances are altered or modified by Consultant or the user of the Products without the express written consent of Supplier.

C. The names of Consultant’s clients, pricing and purchasing procedures are to be confidential and result from trade secrets owned by Consultant. Client shall not use any such pricing or purchasing procedures in competition with Consultant.

7. Term: This Agreement will begin and will end one year from said beginning date; provided however said agreement will automatically renew at the end of each year unless one of the parties give the other 30 days written notice of its intent not to renew the Agreement.

8. This Agreement does not in any way create the relationship of principal and agent or employer and employee between Supplier and Consultant, and under no circumstances shall Consultant be considered to be the agent or employee of Supplier. Consultant shall not act or attempt to act, or represent itself directly or by implication, as agent or employee of Supplier or in any manner assume or create, or attempt to assume or create, any obligation on behalf of or in the name of Supplier and will not make any representations, guaranties, or warranties on behalf of or in the name of Supplier with respect to the Products. Consultant shall not use Supplier's name, service mark, or trademark without Supplier's prior written consent, except in connection with the sale of Supplier's Products.

9. All pricing, payment, and purchasing procedures are to be confidential and result from trade secrets owned by Consultant. Client shall not use any such pricing or purchasing procedures in competition with Consultant.

10. Non-solicitation: During the period Supplier is under contract with Consultant, and for a period of years after termination of said contract, Supplier will not directly or indirectly:

A. Recruit, solicit, induce, or attempt to induce any of the customers or clients of the Consultant to terminate their contractual relationship with Consultant.

B. Solicit, divert, take away, or attempt to divert or take away, from the Consultant any of its business or the patronage of its customers, clients, or accounts, for Products sold, distributed or processed by the Consultant, and Supplier shall not assist any other person to do so.

C. If any restriction set forth in this Section 10 is found by any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or over too great a range of activities or in too broad a geographic area, it shall be interpreted to extend only over the maximum period of time, range of activities or geographic area as to which it may be enforceable.

D. The restrictions contained in this Section 10 are necessary for the protection of the business and goodwill of the Consultant and are considered by Supplier to be reasonable for such purpose. Supplier agrees that any breach of this Section 10 will cause the Consultant substantial and irrevocable damage and therefore, in the event of any such breach, in addition to such other remedies which may be available, the Consultant shall have the right to seek specific performance and injunctive relief.

11. Independent Contractor

Nothing contained in this Agreement shall be deemed to create any relationship between the parties except the independent contractor relationship specified in this Agreement, and the parties understand and agree that no license or other right or title is granted under or by this Agreement in the other party's business, enterprises, revenues, business opportunities, operating assets, intellectual property rights or any other tangible or intangible assets or properties.

12. If any provision of this Agreement is determined to be invalid or unenforceable by a court, the remaining valid provisions shall constitute the entire agreement of the parties without any action by or further notice to the parties.

13. The failure of either party to this Agreement to insist upon the performance of any of the terms and conditions of this Agreement, or the waiver of any breach of any of the terms and conditions of this Agreement, shall not be construed as subsequently waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred.

14. Governing Law: This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of .

15. Notices: Any notice provided for or concerning this Agreement shall be in writing and shall be deemed sufficiently given when sent by certified or registered mail if sent to the respective address of each party as set forth at the beginning of this Agreement.

16. Mandatory Arbitration: Any dispute under this Agreement shall be required to be resolved by binding arbitration of the parties hereto. If the parties cannot agree on an arbitrator, each party shall select one arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration Association then in force and effect.

17. Entire Agreement: This Agreement shall constitute the entire agreement between the parties and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding upon either party except to the extent incorporated in this Agreement.

18. Modification of Agreement: Any modification of this Agreement or additional obligation assumed by either party in connection with this Agreement shall be binding only if placed in writing and signed by each party or an authorized representative of each party.

19. Assignment of Rights: The rights of each party under this Agreement are personal to that party and may not be assigned or transferred to any other person, firm, corporation, or other entity without the prior, express, and written consent of the other party.

20. Counterparts: This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute but one and the same instrument.

WITNESS our signatures as of the day and date first above stated.