Business Goods and Services Agreement

BUSINESS GOODS AND SERVICES AGREEMENT

This Business Goods and Services Agreement ("Agreement") is entered into as of Effective Date: by and between Client Name: and Provider Name: (each a "Party" and together the "Parties").

RECITALS

WHEREAS, Client desires to engage Provider to supply certain goods and perform services described in this Agreement, and Provider represents that it has the capability, expertise, and resources to provide said goods and services on the terms set forth herein;

WHEREAS, the Parties wish to set forth their respective rights and obligations regarding the supply, delivery, payment, confidentiality, and other matters associated with the goods and services to be provided by Provider;

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

SCOPE OF WORK

PAYMENT TERMS

Total Contract Price: $ . Unless otherwise agreed in writing, the Price is exclusive of taxes which shall be the responsibility of .

Deposit Amount (if any): $ . Payments due within days of invoice unless otherwise specified.

Late Payment: Overdue amounts shall accrue interest at the lesser of % per month or the maximum rate permitted by applicable law. Client shall also be responsible for reasonable collection costs and attorneys' fees incurred to recover overdue amounts.

TERM AND TERMINATION

Term Commencement Date: . Termination Date (if any): .

Either Party may terminate this Agreement for material breach by the other Party that remains uncured thirty (30) days after written notice specifying the breach. For convenience, either Party may terminate upon days' prior written notice to the other Party. Termination shall not relieve Client of its obligation to pay for goods delivered and services performed through the effective date of termination.

CONFIDENTIALITY

Each Party agrees to hold in confidence and not to disclose Confidential Information of the other Party, and not to use such Confidential Information except as necessary to perform obligations under this Agreement. "Confidential Information" means nonpublic business, technical, financial, and other information disclosed by one Party to the other, whether in writing, orally, or by inspection. The obligations under this Section shall remain in effect for years from the date of disclosure, except that trade secrets shall remain subject to protection for so long as they qualify as trade secrets under applicable law.

WARRANTIES; LIMITATION OF LIABILITY

Provider warrants that goods will conform to the specifications set forth in the Scope of Work and that services will be performed in a professional and workmanlike manner. EXCEPT FOR THE EXPRESS WARRANTY SET FORTH IN THE PRECEDING SENTENCE, PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, AND THE AGGREGATE LIABILITY OF EITHER PARTY SHALL BE LIMITED TO THE AMOUNTS ACTUALLY PAID OR PAYABLE UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

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 principles. Any dispute arising out of or relating to this Agreement shall be resolved in the state or federal courts located in that State.

ENTIRE AGREEMENT

This Agreement, including all Exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, proposals, and agreements, whether written or oral. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both Parties.

MISCELLANEOUS

Assignment: Neither Party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other Party, except that Provider may assign to an affiliate or in connection with a sale of substantially all of its business or assets. Notices: All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or such other address as a Party may specify in writing.

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