Business Materials Acquisition

BUSINESS MATERIALS ACQUISITION AGREEMENT

This Business Materials Acquisition Agreement (the Agreement) is made on Date: by and between Seller Name: and Buyer Name: .

RECITALS

WHEREAS, Seller is the lawful owner or authorized distributor of certain tangible materials, goods and components intended for commercial use, as further described in the Materials Schedule and Scope of Work below; and

WHEREAS, Buyer desires to acquire such materials from Seller and Seller desires to sell and transfer such materials on the terms and conditions set forth in this Agreement; and

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

Seller shall supply and deliver the materials described in the Materials Schedule below, and shall perform any preparatory processing expressly stated in this Agreement. Seller shall deliver conforming materials in accordance with the Delivery and Acceptance provisions below. All specific tasks, responsibilities, and deliverables are set forth in the Scope of Work field.

MATERIALS SCHEDULE

The following schedule lists the initial materials, quantities, unit prices and extended prices. Additional materials may be added by written amendment to this Agreement.

DELIVERY AND ACCEPTANCE

Seller shall deliver the materials to Delivery Address below in accordance with the agreed delivery schedule. Title to and risk of loss for the materials shall pass to Buyer upon physical delivery to the Delivery Address unless otherwise agreed in writing. Buyer shall have an inspection period as set forth below during which Buyer may reject nonconforming materials in accordance with the Acceptance procedures.

Expected Delivery Date: . Inspection Period: days following delivery. Acceptance Criteria: defects that materially affect usability or specification conformance.

PAYMENT TERMS

Buyer shall pay Seller the Total Purchase Price in accordance with the schedule and method agreed below. All amounts are payable in lawful currency of the United States unless otherwise specified.

WARRANTIES, REPRESENTATIONS AND TITLE

Seller represents and warrants that: (a) it has good and marketable title to the materials free and clear of liens, claims and encumbrances; (b) the materials conform to the specifications set forth in this Agreement at the time of delivery; and (c) to Seller's knowledge, the materials comply with all applicable laws and regulations for the intended use declared in this Agreement. Seller's warranties shall survive delivery and acceptance for the period specified below.

TERM AND TERMINATION

This Agreement becomes effective on Start Date: and, unless earlier terminated in accordance with this Agreement, shall continue until End Date: or until all obligations are fulfilled.

Either party may terminate this Agreement for material breach by the other party if the breach is not cured within days after written notice. Termination shall not relieve Buyer of payment obligations for materials delivered and accepted prior to termination, nor relieve Seller of obligations to correct breaches for nonconforming materials delivered prior to termination.

CONFIDENTIALITY

Each party shall keep confidential and not disclose to any third party any nonpublic business, technical or financial information disclosed by the other party in connection with this Agreement, except to the extent necessary to carry out the parties' obligations hereunder or as required by law. Confidential information shall not include information that is or becomes publicly available through no breach of this Agreement or that is independently developed without use of the other party's confidential information.

INDEMNIFICATION

Each party agrees to indemnify, defend and hold harmless the other party and its officers, directors, employees and agents from and against any claims, losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's breach of this Agreement, negligence or willful misconduct, except to the extent caused by the indemnitee's own negligence or willful misconduct.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of the courts located in that State for disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, together with any attachments and written amendments hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings, and agreements, whether written or oral. Any amendment to this Agreement must be in writing and signed by authorized representatives of both parties.

NOTICES

All notices permitted or required under this Agreement shall be in writing and delivered to the party's address set forth below or such other address as either party may designate in writing.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Buyer may assign to an affiliate or successor in connection with a sale of substantially all of its assets.

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