Business Document Dolomite

BUSINESS DOCUMENT DOLOMITE

This Business Document Dolomite (the "Agreement") is entered into as of the Effective Date below by and between:

Provider Name:

Client Name:

Effective Date:

WHEREAS

WHEREAS, Provider develops, supplies, or facilitates the supply of dolomite materials and related services (collectively, "Dolomite Goods") and has expertise in the sourcing, specification, and delivery of such materials;

WHEREAS, Client desires to procure Dolomite Goods and related services from Provider under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend for this Agreement to govern their respective rights and obligations with respect to the supply, acceptance, payment, confidentiality, and termination of the Dolomite Goods and services.

SCOPE OF WORK

Provider shall perform the Scope of Work in a professional and workmanlike manner consistent with industry standards for dolomite supply and delivery. Any material change to the Scope of Work must be agreed in writing by authorized representatives of both parties.

PAYMENT TERMS

Unless otherwise set forth in the Payment Schedule, Client shall pay invoices within days of receipt. All payments shall be made in lawful currency and free of set-off.

If Client fails to pay any undisputed amount when due, Provider may suspend performance until payment is received and assess the Late Payment Fee on outstanding amounts. Nothing herein limits Provider's right to seek collection or damages for breach.

TERM AND TERMINATION

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

Start Date:     End Date:

Either party may terminate this Agreement without cause by providing written notice at least the number of days specified in the Termination Notice Period. Either party may terminate for material breach if the breaching party fails to cure such breach within 30 days after written notice specifying the breach.

CONFIDENTIALITY

Each party (the "Receiving Party") will hold in confidence non-public, proprietary, or confidential information disclosed by the other party (the "Disclosing Party") and will not use or disclose such information except as necessary to perform under this Agreement. Confidential information excludes information that (a) is or becomes public without breach, (b) was rightfully known to the Receiving Party prior to disclosure, (c) is rightfully received from a third party without restriction, or (d) is independently developed.

Upon termination or expiration of this Agreement, the Receiving Party shall return or destroy Confidential Information as directed by the Disclosing Party and certify such return or destruction in writing when requested.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state specified below without regard to conflict of law principles.

ENTIRE AGREEMENT

This Agreement, including all exhibits and written amendments signed by authorized representatives of both parties, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral.

No amendment to this Agreement is effective unless it is in writing and signed by authorized representatives of both parties. The failure of either party to enforce any right shall not constitute a waiver of that right.

MISCELLANEOUS PROVISIONS

Relationship of the Parties: The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship. Each party shall be responsible for its own taxes and benefits.

Assignment: Neither party may assign this Agreement without the prior written consent of the other, except that Provider may assign to an affiliate or to a successor in connection with a merger or sale of substantially all assets.

Severability: If any provision is held unenforceable, the remainder of the Agreement will remain in effect and the unenforceable provision will be replaced by an enforceable provision that most closely matches the parties' intent.

Counterparts: This Agreement may be executed in counterparts, each of which is an original and all of which constitute one instrument. Electronic signatures shall be binding.

By signing below, each party represents and warrants that the signer is authorized to bind the party to this Agreement.

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