Business Mark Up Template

BUSINESS MARK UP TEMPLATE

This Business Mark Up Template (the Agreement) is entered into as of Date: between Company Name: (Provider) and Client Name: (Client).

WHEREAS

WHEREAS, Provider is engaged in the business of supplying goods and/or services and may quote or invoice such goods and/or services on a base cost basis; and

WHEREAS, Client desires Provider to apply mark ups to specified items or services in accordance with the terms of this Agreement, and Provider is willing to apply such mark ups on the terms set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows.

SCOPE OF WORK

Provider will calculate mark ups for the goods and/or services described below and prepare quotes and invoices that reflect the agreed mark up methodology. Provider shall perform pricing calculations, prepare supporting cost sheets, and deliver documentation of mark up calculations to Client as required by this Agreement.

MARKUP SPECIFICATION

The parties agree that mark ups shall be applied to base cost items as set forth in the itemized schedule below. Each row shall identify the base cost, the applied mark up percentage, the mark up amount, and the resulting final price. Provider will retain supporting documentation of base costs and mark up calculations.

Include taxes in mark up calculations? Yes    Apply rounded cents to final invoice? Yes

PAYMENT TERMS

Client will pay Provider in accordance with the amounts and schedule set forth below. All amounts are stated in the currency specified in the applicable invoice. Provider may require an initial deposit in accordance with the payment schedule. Any disputed amounts must be notified in writing within the time specified in this Agreement.

Interest on overdue amounts shall accrue at the lesser of (a) % per month or (b) the maximum rate permitted by applicable law. In addition, Provider may assess a one-time administrative fee of for each late invoice.

TERM AND TERMINATION

This Agreement commences on Start Date: and shall continue until End Date: unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon written notice delivered not less than days prior to the intended termination date.

Either party may terminate immediately for material breach if the breaching party fails to cure such breach within thirty (30) days of written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for goods or services provided prior to termination.

CONFIDENTIALITY

Each party acknowledges that in connection with this Agreement it may receive confidential or proprietary information of the other party ("Confidential Information"). Except as required by law, the receiving party shall not disclose Confidential Information to any third party and shall use the same degree of care to protect such information as it uses to protect its own confidential information, but in no event less than reasonable care. Confidential Information excludes information that (a) was in the public domain at the time of disclosure, (b) becomes part of the public domain through no fault of the receiving party, or (c) is independently developed by the receiving party.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles. The parties consent to exclusive jurisdiction and venue in the courts located in that state for any dispute arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, together with any referenced schedules, exhibits and order forms executed hereunder, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior negotiations, proposals and agreements, whether written or oral. No amendment or modification to this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder. Neither party will assign its rights or obligations under this Agreement without the prior written consent of the other party, except that Provider may assign this Agreement in connection with a merger, sale of substantially all assets, or change of control.

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