Business Bulk Services Agreement

BUSINESS BULK SERVICES AGREEMENT

This Business Bulk Services Agreement (the Agreement) is entered into by and between:

Service Provider:    Entity Type: Corporation LLC Other

Client:    Entity Type: Corporation LLC Other

RECITALS

WHEREAS, Service Provider operates a business providing bulk services consisting of supply, consolidation, handling, and distribution of goods and materials as described herein; and

WHEREAS, Client requires bulk services for commercial operations and desires to engage Service Provider to perform such services on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend that this Agreement govern the parties' respective rights and obligations with respect to the services described below.

SCOPE OF WORK

Service Provider shall provide bulk services to Client in accordance with the specifications, quantities, schedules, and performance standards set forth in this section and any attachments incorporated herein. Service Provider's obligations shall include, at a minimum, the tasks described below and the obligations identified in any attached purchase orders or exhibits.

PAYMENT TERMS

The consideration for the services provided by Service Provider shall be as follows.

All payments shall be made in United States dollars unless otherwise agreed in writing. Client shall pay undisputed invoices within the number of days specified in the payment schedule; disputed portions of invoices shall be handled in accordance with the Dispute Resolution provisions of this Agreement. Service Provider may suspend services for Client's failure to pay undisputed amounts following a ten (10) day written notice.

Wire transfer Check Credit/Debit Card Other

TERM AND TERMINATION

This Agreement commences on the effective date set forth below and shall continue in full force and effect until the completion of the services or the end date specified, unless earlier terminated in accordance with this Agreement.

Contract Start Date:    Contract End Date (if any):

Either party may terminate this Agreement for cause upon written notice if the other party materially breaches any obligation and fails to cure such breach within days after receipt of written notice specifying the breach. Either party may also terminate this Agreement without cause upon days' prior written notice to the other party.

CONFIDENTIALITY

Each party (Recipient) acknowledges that it may receive Confidential Information of the other party (Discloser). Confidential Information includes, without limitation, business plans, pricing, customer lists, specifications, technical data, and other non-public information disclosed in connection with the performance of this Agreement. Recipient shall: (a) hold such Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party except to employees, contractors, or advisors who have a need to know and are bound by confidentiality obligations at least as protective as those herein; and (c) use Confidential Information solely to perform obligations under this Agreement. Confidential Information does not include information that is or becomes public through no fault of Recipient, is rightfully received without restriction from a third party, or is independently developed without use of Discloser's Confidential Information. Upon termination or written request, Recipient shall return or destroy Discloser's Confidential Information and certify such return or destruction in writing.

NOTICES

All notices under this Agreement shall be in writing and delivered to the addresses below by personal delivery, nationally recognized overnight courier, or certified mail, return receipt requested.

INSURANCE AND INDEMNIFICATION

Service Provider shall at its expense maintain insurance coverage customary for the industry, including commercial general liability and, where applicable, automobile and workers' compensation insurance. Service Provider shall indemnify, defend, and hold harmless Client and its officers, directors, employees, and agents from and against any third-party claims, liabilities, losses, damages, and expenses (including reasonable attorneys' fees) arising out of Service Provider's negligence or willful misconduct in performance of the services. Client shall indemnify Service Provider to the extent any claim arises from Client's negligence, breach of this Agreement, or failure to comply with applicable law.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the state identified by the parties below. The parties agree that any dispute, claim, or controversy arising out of or relating to this Agreement shall be resolved by binding arbitration administered in accordance with the arbitration rules agreed by the parties. If the parties do not agree on arbitration rules, the dispute shall be resolved in the state or federal courts located in the governing jurisdiction specified below.

Governing Law State:

ENTIRE AGREEMENT

This Agreement, including any exhibits, purchase orders, and attachments expressly incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations, and communications, whether written or oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

Relationship of the Parties: The parties are independent contractors and nothing in this Agreement shall be construed to create a partnership, joint venture, employment, or agency relationship. Assignment: Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other party, except that Service Provider may assign this Agreement in connection with a sale of substantially all of its assets or business. Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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