Business Firm Materials

BUSINESS FIRM MATERIALS AGREEMENT

This Business Firm Materials Agreement (the Agreement) is made as of the Effective Date below between:

Client Name:     Agreement Date:

Business Firm Name:

WHEREAS

WHEREAS, Client desires to procure certain tangible materials, components, supplies and related documentation (collectively, Materials) for use in Client's operations; and

WHEREAS, Business Firm represents that it is able to procure, supply and deliver the Materials described herein in accordance with the terms and conditions of this Agreement; and

WHEREAS, the parties wish to set forth their respective rights and obligations with respect to the supply, delivery, inspection and payment for the Materials.

SCOPE OF WORK

Business Firm will provide, deliver and if agreed install the Materials in accordance with the specifications, quality standards and delivery schedule set forth in this Agreement. Business Firm shall supply all labor, equipment and incidental items necessary to deliver Materials as described.

MATERIALS AND DELIVERY SCHEDULE

Itemized Materials

Delivery Location:

Estimated Delivery Dates:

PAYMENT TERMS

Total Contract Amount: $

Deposit Due on Execution: $; Remaining balance per schedule below.

Late Payment Fee: % per month on overdue amounts, minimum $.

All payments shall be made in lawful currency by check, wire transfer or other mutually agreed method. Client shall not withhold payment for claims not timely asserted in writing.

TERM AND TERMINATION

Term Commencement Date: . Term Expiration Date: .

Either party may terminate this Agreement for material breach if the breaching party fails to cure within days after written notice. Termination for convenience by Client requires days' prior written notice and payment for Materials provided and work performed to termination date.

CONFIDENTIALITY

Each party shall keep confidential and not disclose to third parties any proprietary or confidential information of the other party disclosed in connection with this Agreement, except as required by law or as necessary to perform obligations under this Agreement. Confidential information does not include information that is publicly available or independently developed without use of the other party's confidential information.

Client acknowledges receipt of this confidentiality obligation and agrees to impose the same obligations on subcontractors and agents with access to confidential materials.

DELIVERY, TITLE AND RISK

Delivery terms are Ex Works unless otherwise specified in writing. Title to Materials passes to Client upon full payment of the applicable invoice unless parties agree in writing that title is retained by Business Firm until payment in full. Risk of loss passes to Client upon delivery to Client's designated location unless otherwise agreed.

Title retained by Business Firm until paid in full

REPRESENTATIONS, WARRANTIES AND INDEMNITY

Business Firm represents and warrants that the Materials delivered shall materially conform to the description set forth in the Scope of Work for a period of thirty (30) days from delivery, unless a longer warranty period is specified in writing. Client shall inspect Materials promptly and must give written notice of any nonconformity within ten (10) days of discovery. Business Firm's sole obligation for breach of this warranty is repair or replacement of nonconforming Materials, at Business Firm's option.

Each party shall indemnify and hold harmless the other party from third-party liabilities arising from the indemnifying party's negligent acts, willful misconduct or breach of this Agreement, subject to the indemnified party's compliance with reasonable notice and mitigation requirements.

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 attempt in good faith to resolve disputes amicably prior to commencing any litigation.

ENTIRE AGREEMENT

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

NOTICES

All notices under this Agreement shall be in writing and deemed given when personally delivered, sent by nationally recognized overnight courier, or three days after deposit in the U.S. mail, postage prepaid, to the addresses set forth above or to such other address as a party designates by written notice.

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