Business Items Document

Business Items Document

This Business Items Document (Document Date: ) is entered into by and between Provider Name: and Client Name: (each a "Party" and collectively the "Parties").

RECITALS

WHEREAS, Provider maintains, stores, and otherwise holds certain tangible business items, equipment and inventory described below that are the subject of sale, consignment, assignment or management pursuant to this Document; and

WHEREAS, Client desires to acquire or assume responsibility for specific business items, and Provider is willing to transfer, consign, or manage such items on the terms and conditions set forth in this Document.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the Parties agree as follows.

ITEMIZED BUSINESS ITEMS

The Parties acknowledge and agree that the items subject to this Document are identified and described in the table below. Provider represents that the descriptions and quantities are accurate to the best of Provider's knowledge as of the Document Date.

Additional items may be appended by written schedule signed by both Parties. Verification of inventory received by Client: Confirmed

SCOPE OF WORK

PAYMENT TERMS

Total Contract Amount: $

Deposit Amount (if any): $ — Remaining payments due within days of invoice.

Late Payment: Unpaid amounts shall accrue interest at % per month (or the maximum permitted by law), and Client shall be responsible for reasonable collection costs.

DELIVERY, ACCEPTANCE AND RISK OF LOSS

Delivery Method and Location: . Provider will notify Client of readiness to deliver and will provide reasonable documentation of items transferred.

Inspection Period: Client shall have days from receipt to inspect items and provide written notice of any rejection for nonconformity. Absent timely notice, items shall be deemed accepted.

TERM AND TERMINATION

Term Commencement Date: . Term Expiration Date: .

Either Party may terminate this Document for convenience upon days' prior written notice to the other Party. Either Party may terminate immediately for material breach that is not cured within a commercially reasonable period following written notice.

CONFIDENTIALITY

Each Party shall keep confidential and shall not disclose to any third party any non-public information disclosed by the other Party in connection with this Document, except to the extent necessary for performance or as required by law. Confidentiality obligations shall continue for years following termination or expiration.

REPRESENTATIONS, WARRANTIES AND INDEMNIFICATION

Provider represents and warrants that, to Provider's knowledge, it has good and marketable title to the items listed, free of undisclosed liens and encumbrances, and that items are in the condition described. Client represents that it has authority to accept items and pay the amounts required under this Document.

Each Party shall indemnify and hold harmless the other Party from and against any loss, liability, damage or expense (including reasonable attorneys' fees) arising from the indemnifying Party's breach of this Document, negligence, or willful misconduct.

GOVERNING LAW

This Document shall be governed by and construed in accordance with the laws of the jurisdiction of , without regard to conflicts of law principles.

ENTIRE AGREEMENT

This Document, including any schedules and attachments signed by the Parties, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. Any amendment must be in writing and signed by both Parties.

MISCELLANEOUS

Notices under this Document shall be delivered to the addresses below (or to such other address as a Party may designate in writing). Taxes, insurance and responsibilities for loss shall be allocated as set forth in any applicable schedule or, absent a schedule, as required by law.

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