Business ETA Form

BUSINESS ETA FORM

Client Name:   Client Address:

Provider Name:   Provider Address:

Recitals

WHEREAS, Client requires the delivery of goods and/or performance of services for the project described below and requires an Estimated Time of Arrival (ETA) and related scheduling obligations from Provider; and

WHEREAS, Provider represents that it is duly qualified and capable of arranging shipment, transport, delivery, or performance and will provide ETA updates in accordance with the terms and conditions set forth in this Agreement; and

WHEREAS, the Parties desire to set forth the Scope of Work, scheduling expectations, payment terms, remedies for delay, confidentiality obligations and governing law in a single binding agreement.

Agreement

NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the Parties agree as follows:

Scope of Work

ETA Details and Logistics

Estimated Arrival: Month Day Year at .

Acceptance Inspection Period: days from actual delivery, during which Client may inspect and reject non-conforming goods or services in accordance with the acceptance criteria set forth in the Scope of Work.

Payment Terms

Invoices are due within days of receipt unless otherwise agreed. Late payments shall accrue interest at or a late fee of , whichever is greater.

Delay, Remedies and Penalties

If Provider fails to meet the Estimated Arrival without prior written agreement or timely notice, Provider shall be liable for liquidated damages in the amount of per calendar day of delay, up to a maximum of , provided such sum is a reasonable pre-estimate of Client's anticipated damages.

Provider shall promptly notify Client of any expected delay and provide revised ETA information. Failure to provide prompt notice shall be considered a breach of this Agreement.

Term and Termination

Term Start Date: Month Day Year .

Term End Date: Month Day Year , unless earlier terminated in accordance with this Section.

Either Party may terminate this Agreement for convenience upon days written notice to the other Party. Either Party may terminate immediately for material breach, insolvency, or failure to cure a breach within days after written notice.

Confidentiality

Each Party shall keep confidential all non-public information disclosed by the other Party in connection with this Agreement and shall not disclose such information except to employees, agents or subcontractors who have a need to know and who are bound by substantially similar confidentiality obligations. Confidentiality obligations shall not apply to information that: (a) is or becomes public through no fault of the receiving Party; (b) is rightfully received from a third party without restriction; or (c) is required to be disclosed by law, provided the disclosing Party gives prompt notice and cooperates in any lawful effort to limit disclosure.

Confidentiality obligations shall survive termination or expiration of this Agreement for a period of three (3) years, except that trade secrets shall be protected for as long as they qualify as trade secrets under applicable law.

  The Parties acknowledge and agree to the confidentiality obligations set forth above.

Force Majeure

Neither Party shall be liable for failure or delay in performance to the extent caused by an event beyond that Party's reasonable control, including act of God, natural disaster, government action, labor dispute, shortage of fuel, equipment or labor, or other similar cause ("Force Majeure"). The affected Party shall provide prompt notice and make reasonable efforts to mitigate the effect of the Force Majeure event.

Limitation of Liability

Except for payment obligations, confidentiality breaches, willful misconduct or gross negligence, neither Party shall be liable to the other for indirect, incidental, special, punitive or consequential damages, including lost profits, even if advised of the possibility of such damages. The Parties' aggregate liability under this Agreement shall not exceed the total amounts actually paid or payable under this Agreement during the preceding six (6) months.

Governing Law

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 consent to exclusive jurisdiction of the courts located in that State for resolution of disputes.

Entire Agreement

This Agreement, together with any exhibits, schedules and accepted purchase orders 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 shall be effective unless in writing and signed by authorized representatives of both Parties.

Representations and Authorization

Each Party represents and warrants that it has full power and authority to enter into and perform its obligations under this Agreement, and that the individual signing this Agreement on behalf of such Party is duly authorized to bind that Party.

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