Business Notebooks

BUSINESS NOTEBOOKS AGREEMENT

Parties

Supplier Name:

Supplier Address:

Client Name:

Client Address:

Recitals

WHEREAS, Supplier manufactures and sells proprietary business notebooks, journals, and related printed materials designed for corporate, educational, and professional use; and

WHEREAS, Client desires to purchase specified quantities of Supplier's business notebooks under the terms and conditions set forth in this Agreement; and

WHEREAS, the Parties intend to establish the scope of goods, delivery, payment, confidentiality, and governing law terms that will govern their transactions under this Agreement.

Effective Date

Effective Date: Day Month Year

Scope of Work

Supplier shall design, produce, and deliver Business Notebooks in accordance with the specifications and quantities agreed by the Parties. The notebooks shall conform to the material, size, binding, printing, and packaging standards described in the Scope of Work below and delivered to the delivery address specified by Client.

Payment Terms

Client shall pay Supplier for the goods described in the Scope of Work in accordance with the following terms. All amounts are in U.S. Dollars unless otherwise specified.

Late fee: Interest on overdue amounts shall accrue at the rate specified above and shall be payable from the due date until paid in full. Supplier reserves the right to suspend deliveries for overdue accounts after providing written notice to Client.

Term and Termination

Term: This Agreement shall commence on the Effective Date and shall continue until completion of Supplier's obligations under the Scope of Work unless earlier terminated as provided below.

Start Date:    End Date:

Either Party may terminate this Agreement for material breach by the other Party if such breach remains uncured for the notice period specified above following written notice. Termination does not relieve Client of obligations to pay for goods delivered and accepted prior to termination, nor Supplier of obligations to deliver goods already paid for per payment schedule.

Inspection and Acceptance

Client shall inspect delivered goods within seven (7) business days of receipt and shall notify Supplier in writing of any nonconformity or defect. If Client fails to provide timely notice, goods shall be deemed accepted. Supplier's sole obligation for nonconforming goods, confirmed by Supplier, shall be repair or replacement of the nonconforming goods at Supplier's expense, or, at Supplier's sole election, credit or refund for such goods.

Confidentiality

Each Party acknowledges that it may receive Confidential Information of the other Party. "Confidential Information" means nonpublic business information disclosed in writing or orally that is designated as confidential or that a reasonable person would understand to be confidential. The receiving Party shall: (a) use Confidential Information only to perform its obligations under this Agreement; (b) restrict disclosure to employees, contractors, or agents who need the information and who are bound by confidentiality obligations at least as protective as those herein; and (c) not disclose Confidential Information to third parties without prior written consent.

Confidentiality Duration: from disclosure, except for trade secrets which shall be protected for as long as they remain trade secrets under applicable law.

Warranties and Limitation of Liability

Supplier warrants that delivered notebooks will conform to the specifications set forth in the Scope of Work and will be free from material defects in material and workmanship for a period of thirty (30) days after acceptance. EXCEPT FOR THE LIMITED WARRANTY SET FORTH ABOVE, SUPPLIER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY FOR DIRECT DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID BY CLIENT TO SUPPLIER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

Indemnification

Each Party shall indemnify and hold harmless the other Party from and against third-party claims arising from the indemnifying Party's gross negligence or willful misconduct in connection with performance under this Agreement; provided, however, that the indemnified Party provides prompt written notice of the claim and cooperates in defense of 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. The Parties submit to the exclusive jurisdiction of the state and federal courts located in that State for disputes arising under this Agreement.

Entire Agreement; Amendments

This Agreement, including any exhibits or purchase orders expressly incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, understandings, and agreements. Any amendment or modification of this Agreement must be in writing and signed by duly authorized representatives of both Parties.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above by hand, overnight courier, or certified mail, return receipt requested, and shall be effective upon receipt.

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