Business Order Module

Business Order Module

Parties

Recitals

WHEREAS, Buyer desires to procure certain goods and/or services described in this Business Order Module under the terms and conditions set forth herein; and

WHEREAS, Supplier represents that it has the capability, resources and expertise to furnish such goods and/or services and is willing to accept an order and perform in accordance with this Module; and

WHEREAS, the parties intend for this Business Order Module to set forth the order details, scope, price, payment terms, and other operative provisions that will govern supply of the ordered items.

Order Identification

Order Number:    Effective Date:

Scope of Work

Supplier shall provide the goods and perform the services described below in accordance with the specifications, performance standards, delivery schedule and acceptance criteria set forth in this Module. Supplier shall furnish all labor, materials, equipment and supervision necessary to complete the work unless otherwise specified in writing.

Itemized Order

Enter the goods and services to be supplied. Supplier shall ship in accordance with the delivery instructions and dates specified below; Buyer reserves the right to reject nonconforming items.

Payment Terms

Buyer shall pay Supplier the amounts set forth in this Module in consideration for the goods and services delivered and accepted. Payment shall be made in accordance with the schedule below and only upon receipt of a proper invoice that references the Order Number.

Late Payment: Any undisputed amount not received by Supplier within days after the invoice due date shall accrue interest at the lesser of per month or the maximum lawful rate. Buyer shall also be responsible for reasonable collection costs, including attorneys' fees.

Term and Termination

This Module shall commence on the Start Date and continue until the End Date, unless earlier terminated in accordance with this Section.

Start Date:    End Date:

Either party may terminate this Module for material breach by the other party if the breaching party fails to cure the breach within days after written notice. Either party may also terminate for convenience by providing days' prior written notice. Termination shall not relieve Buyer of its obligation to pay for conforming goods and services delivered prior to termination nor Supplier of its obligations with respect to warranty and confidentiality.

Confidentiality

Each party may disclose Confidential Information to the other party solely for the purpose of performing under this Module. "Confidential Information" means non-public information disclosed in tangible or intangible form that is designated confidential or that a reasonable person would understand to be confidential. Receiving party shall protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, and in no event less than reasonable care. Confidential Information shall not include information that is or becomes publicly known through no fault of the receiving party, is rightfully received from a third party without restriction, or is independently developed without use of the disclosing party's Confidential Information. The obligations set forth in this clause shall survive expiration or termination of this Module for a period of three (3) years, except for trade secrets which shall remain protected for as long as they qualify as trade secrets under applicable law.

Warranties; Acceptance

Supplier warrants that all goods and services delivered under this Module will conform to the specifications, be free from material defects in workmanship and materials, and will be fit for their intended use for a period of from acceptance. Buyer shall inspect deliveries promptly and shall notify Supplier in writing of any nonconformity within days of delivery; failure to timely notify shall not waive Buyer’s rights for latent defects.

Liability and Indemnification

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's gross negligence, willful misconduct, or breach of this Module. Except for liability arising from a party's fraud or willful misconduct, neither party's aggregate liability for direct damages arising out of or relating to this Module shall exceed the total amount paid or payable under this Module in the twelve (12) months preceding the claim.

Governing Law; Dispute Resolution

This Module shall be governed by and construed in accordance with the laws of the state of without regard to conflicts of law principles. The parties will attempt in good faith to resolve any dispute arising under this Module through negotiation between senior representatives. If not resolved within thirty (30) days, disputes shall be resolved by binding arbitration in the county or jurisdiction of the governing law, unless the parties mutually agree to litigation for injunctive relief.

Entire Agreement; Amendment

This Module, together with any referenced attachments, exhibits and purchase orders expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. No amendment, modification or waiver of any provision shall be effective unless in writing and signed by authorized representatives of both parties.

Assignment; Subcontracting

Neither party may assign this Module or any rights or obligations hereunder without the prior written consent of the other party, except that Supplier may assign to an affiliate or in connection with a merger or sale of substantially all its assets provided that the assignee assumes Supplier's obligations. Supplier may subcontract portions of the work but shall remain responsible for performance and compliance with this Module.

Notices

All notices required or permitted under this Module shall be in writing and delivered to the contact and address set forth below by hand delivery, certified mail, or commercial courier, and shall be effective upon receipt.

Miscellaneous Provisions

If any provision of this Module is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The headings in this Module are for convenience only and do not affect interpretation. The parties are independent contractors; nothing in this Module creates a partnership, joint venture or agency relationship except as expressly stated.

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