Business Lock In Agreement

BUSINESS LOCK IN AGREEMENT

This Business Lock In Agreement ("Agreement") is entered into as of by and between the parties set forth below.

Parties

Recitals

WHEREAS, Party A is engaged in the business of providing pricing, supply commitments, or services described herein and has the authority to grant a temporary lock-in of specified business terms; and

WHEREAS, Party B desires to secure specified pricing, availability, or other business terms from Party A for the Term set forth below in exchange for the consideration and obligations set forth in this Agreement; and

WHEREAS, the parties intend that this Agreement govern the locked terms, remedies for breach, and other related obligations between them.

Scope of Work

Party A shall provide the following goods, services, or commitments during the Term:

Payment Terms

Consideration to be paid by Party B to Party A for the locked terms: Amount: $

Late payment: If any payment is not received within days after the due date, Party A may assess interest at the lesser of (a) or (b) the maximum rate permitted by applicable law. In addition to interest, Party A may suspend performance for undisputed overdue amounts after written notice.

Term and Termination

Term: This Agreement commences on and, unless earlier terminated in accordance with this Agreement, expires on .

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within days after receipt of written notice describing the breach. Either party may also terminate this Agreement for convenience upon days' written notice to the other party, subject to any accrued payment obligations.

Confidentiality

Each party acknowledges that during the Term it may receive Confidential Information of the other party. "Confidential Information" includes non-public business terms, pricing, customer lists, technical data, and any information designated as confidential. Each receiving party shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure to those employees or contractors who have a need to know and are bound by confidentiality obligations no less protective than those herein; and (c) protect such information with at least the same degree of care as it uses to protect its own confidential information, but in no event less than reasonable care. Confidential Information does not include information that is or becomes publicly available through no fault of the receiving party or that is independently developed without reference to the disclosing party's Confidential Information. Upon termination or written request, the receiving party shall return or destroy Confidential Information and certify such destruction upon request.

Representation and Warranties; Indemnity

Each party represents that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder. Each party shall indemnify and hold harmless the other from and against any third-party claims arising from its breach of this Agreement, gross negligence, or willful misconduct. The indemnifying party shall defend the indemnified party at the indemnifying party's expense and shall pay any final judgment rendered against the indemnified party.

Limitation of Liability; Force Majeure

Except for payment obligations, a party's aggregate liability under this Agreement shall not exceed the total amounts paid or payable by Party B to Party A under this Agreement in the 12 months preceding the claim. Neither party shall be liable for delay or failure to perform due to causes beyond its reasonable control, including acts of God, strikes, government actions, or supply chain disruptions; provided that the affected party uses commercially reasonable efforts to mitigate the impact.

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 first attempt to resolve disputes through good faith negotiations. If negotiation fails, the parties agree to submit the dispute to binding arbitration in the governing state under commercially reasonable arbitration rules, and judgment on the award may be entered in any court of competent jurisdiction.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as the party may designate in writing. Notices shall be deemed given upon personal delivery, three days after deposit with a nationally recognized overnight carrier, or five days after deposit in the U.S. mail, postage prepaid.

Assignment; Entire Agreement; Amendment

Neither party may assign this Agreement without the prior written consent of the other, except that a party may assign to an acquirer of all or substantially all of its assets or equity. This Agreement, including its recitals and attachments, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior or contemporaneous agreements and understandings. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

Severability

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and, to the extent possible, the parties shall negotiate a valid substitute provision that most closely achieves the original intent.

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