ATTC Business Picklist

ATTC Business Picklist

This ATTC Business Picklist (the "Agreement") documents the selection of goods and services, the obligations of the parties, and the commercial terms related to the provisioning of the selected items. The parties acknowledge and agree to the terms set forth below.

Parties

Client Name:

Provider Name:

WHEREAS

WHEREAS, Client desires to procure certain goods and services from Provider as specified in the picklist below; and

WHEREAS, Provider possesses the expertise, capacity and authority to supply such goods and services under the terms of this Agreement; and

WHEREAS, the parties intend for this Agreement to govern the selection, pricing, delivery, payment and confidentiality obligations associated with the selected items.

Scope of Work

Provider shall perform and deliver the goods and services as selected on the picklist below and in accordance with the specifications and timelines agreed by the parties. Provider will render services in a commercially reasonable manner consistent with industry standards.

ATTC Business Picklist (Select Items)

Select the items required. For each selected item, specify unit price and quantity. Line totals should reflect unit price multiplied by quantity. Taxes and additional fees may apply as set out in Payment Terms.

Payment Terms

Client shall pay Provider the amounts set forth for selected items in accordance with the schedule below. All payments shall be made in U.S. dollars unless otherwise agreed in writing. Provider shall invoice Client and invoice amounts are due in accordance with the specified payment schedule.

Unless otherwise stated, interest on overdue amounts shall accrue at the rate set forth above and Client shall be responsible for reasonable collection costs and attorneys' fees incurred by Provider in enforcing payment obligations.

Term and Termination

This Agreement commences on the Start Date and continues through the End Date, unless earlier terminated in accordance with this section.

Start Date:     End Date:

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within the notice period specified above after receipt of written notice. Termination shall not relieve Client of payment obligations for goods and services provided prior to the effective date of termination.

Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential. Confidential Information includes pricing, technical specifications, trade secrets, customer lists, and business strategies.

Receiving party shall: (a) hold Confidential Information in strict confidence and use the same degree of care to protect it as it uses to protect its own confidential information (but no less than a reasonable degree of care); (b) use Confidential Information solely to perform obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, affiliates or subcontractors who have a need to know and are bound by confidentiality obligations no less restrictive than those herein.

Confidentiality obligations shall not apply to information that: (i) is or becomes publicly known through no breach of this Agreement; (ii) was lawfully known to receiving party prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed without use of Confidential Information. These confidentiality obligations shall survive termination or expiration of this Agreement for a period of three (3) years, except with respect to trade secrets, which shall remain protected for as long as they qualify as trade secrets under applicable law.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflicts of law principles. The parties shall first attempt in good faith to resolve disputes through negotiation. If unresolved, either party may pursue remedies in a court of competent jurisdiction in that state.

Entire Agreement; Miscellaneous

This Agreement, including the picklist selections and any referenced attachments or exhibits, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. Any amendment must be in writing and signed by authorized representatives of both parties.

Neither party may assign this Agreement without the prior written consent of the other, except that Provider may assign to an affiliate or successor in connection with a merger, sale of substantially all assets, or change of control. If any provision is held unenforceable, the remaining provisions shall remain in full force and effect.

Representations and Warranties

Each party represents and warrants that: (a) it has the full corporate power and authority to enter into this Agreement; (b) the execution and performance of this Agreement will not violate any applicable law or contractual obligation; and (c) it will perform its obligations in a commercially reasonable manner.

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