Business Basket Template

BUSINESS BASKET TEMPLATE

This Business Basket Agreement ("Agreement") is entered into as of Effective Date: by and between Client Name: and Service Provider Name: .

WHEREAS

WHEREAS, Client operates a business that markets, curates, or distributes bundled goods or services and desires to procure a defined basket of goods and/or services for resale, promotion, or internal use; and

WHEREAS, Service Provider has the capacity to source, assemble, deliver, and, where applicable, provide post-delivery support for the items included in the Business Basket under the terms set forth herein; and

WHEREAS, the parties desire to set forth the scope, payment, term, confidentiality, and governing law provisions applicable to the procurement and delivery of the Business Basket.

SCOPE OF WORK

Service Provider shall procure, assemble, package, and deliver the Business Basket consisting of the items and services described below and perform ancillary services as necessary for proper fulfillment. Service Provider shall comply with applicable quality standards, labeling, and delivery windows specified by Client when reasonably practicable.

BASKET ITEMS

Item 1

Item 2

Item 3 (optional)

PAYMENT TERMS

Client shall pay Service Provider the Total Basket Price of USD, subject to the schedule below. Payments shall be made in United States dollars unless otherwise agreed in writing.

Late payments shall incur a late fee equal to the lesser of (i) per month on the overdue balance or (ii) the maximum lawful rate. Client shall also be responsible for reasonable collection costs, including attorneys' fees, incurred by Service Provider in enforcing payment.

TERM AND TERMINATION

Term Commencement Date: and Term Expiration Date: unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon prior written notice to the other party delivered not less than days before the intended termination date.

Either party may terminate for material breach if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for Goods or Services delivered prior to termination.

The obligations that by their nature are intended to survive termination or expiration, including confidentiality, indemnification, payment for delivered goods, and ownership provisions, shall survive.

CONFIDENTIALITY

Each party acknowledges that in connection with performance of this Agreement it may receive Confidential Information of the other party. "Confidential Information" means non-public information disclosed in writing, orally, or by inspection that is designated confidential or that a reasonable person would consider confidential under the circumstances.

Receiving party shall: (a) hold Confidential Information in strict confidence; (b) use Confidential Information solely to perform obligations under this Agreement; and (c) restrict access to employees and contractors who have a need to know and are bound by confidentiality obligations at least as protective as those set forth herein. Confidential Information shall not include information that is or becomes publicly known through no breach of this Agreement, was already lawfully in receiving party's possession, or is independently developed without use of the disclosing party's Confidential Information.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws rules. The parties consent to the exclusive jurisdiction of the state and federal courts located within that state for any dispute arising out of this Agreement.

MISCELLANEOUS

Assignment: Neither party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other party, except to an affiliate or in connection with a merger, sale of substantially all assets, or change of control provided the assignee assumes the assigning party's obligations in writing.

Notices: All notices, consents, waivers and other communications required or permitted hereunder shall be in writing and delivered to the addresses set forth below or such other address as a party may designate by notice in accordance with this paragraph. Notices are effective upon receipt.

ENTIRE AGREEMENT

This Agreement, together with any schedules or exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Authority and Execution: Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder, and that the person signing on its behalf is duly authorized to bind it.

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