Business Order Paperwork

BUSINESS ORDER PAPERWORK

Order Identification

Purchase Order Number:    Order Date:

Parties

Recitals

WHEREAS, Buyer: desires to purchase goods and/or services described in this Order; and

WHEREAS, Seller: represents that it is authorized and capable of supplying such goods and services on the terms set forth herein; and

WHEREAS, the parties intend that this document constitute the binding order and agreement for the supply and purchase of the goods and services described below.

Scope of Work

Seller shall perform and deliver the goods and services in accordance with the Scope of Work set forth below. Seller shall supply materials, labor, supervision and any other items necessary to complete the Work in a professional manner and in compliance with applicable laws and industry standards.

Itemized Order

List each item, quantity, unit price and line total. Buyer and Seller agree that Seller will not be obligated to deliver unlisted items without a written amendment to this Order.

Payment Terms

Buyer shall pay Seller for the goods and services in accordance with the payment schedule below. All payments are due in U.S. dollars unless otherwise agreed in writing.

Late Payment: Unpaid amounts shall incur a late fee of on the outstanding balance, computed monthly, and any collection costs and reasonable attorneys' fees incurred by the non-defaulting party shall be recoverable.

Term and Termination

This Order commences on and shall continue until unless earlier terminated pursuant to this Section.

Either party may terminate for convenience upon written notice delivered at least days prior to the effective termination date. Termination for cause may be effected immediately if the other party materially breaches a material obligation and fails to cure within thirty (30) days after receipt of written notice describing the breach.

Confidentiality

Each party (the "Receiving Party") acknowledges that it may receive Confidential Information from the other party (the "Disclosing Party"). Confidential Information means non-public business, technical, financial, pricing and customer information, whether written or oral, marked or unmarked, that a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure.

The Receiving Party shall (i) hold Confidential Information in strict confidence, (ii) not disclose Confidential Information to any third party except to its employees, agents or contractors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein, and (iii) use Confidential Information solely for the purpose of performing obligations under this Order. Confidential Information does not include information that is independently developed by the Receiving Party without use of Disclosing Party's Confidential Information, is or becomes public without breach, or is rightfully received from a third party without restriction.

The obligations of confidentiality shall survive termination of this Order for a period of unless a longer period is required by applicable law.

Warranties and Remedies

Seller represents and warrants that the goods and services supplied under this Order will conform to the specifications set forth herein, will be free from material defects in workmanship and materials at time of delivery, and will comply with applicable laws. The foregoing warranties are exclusive and in lieu of all other warranties, whether express or implied, except as prohibited by law.

Buyer’s exclusive remedies for breach of the foregoing warranty shall be, at Seller’s option, repair or replacement of nonconforming goods or re-performance of nonconforming services, or refund of the price paid for such goods or services.

Governing Law; Dispute Resolution

This Order shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties shall attempt in good faith to resolve disputes through negotiation. If negotiation fails, the parties agree that any unresolved dispute shall be submitted to the state or federal courts located in the governing state, and each party consents to the exclusive jurisdiction and venue of such courts.

Notices

All notices required or permitted under this Order shall be in writing and shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or sent by nationally recognized overnight courier to the addresses set forth below.

Entire Agreement

This Order, together with any attachments, exhibits and incorporated documents, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings of the parties. No amendment, modification or waiver of any provision of this Order shall be effective unless in writing and signed by authorized representatives of both parties.

Execution

The parties hereto have caused this Order to be executed by their duly authorized representatives as of the dates indicated below.

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