Business Order Quote

BUSINESS ORDER QUOTE

Quote Number:    Quote Date:    Valid Until:

Parties

Recitals

WHEREAS, Vendor is engaged in the business of supplying goods and services described herein and possesses the experience, personnel, and resources necessary to perform the work; and

WHEREAS, Client desires to obtain a quote for the supply and delivery of such goods and performance of such services under the terms and conditions set forth in this Quote; and

NOW, THEREFORE, Vendor offers and Client may accept this Business Order Quote subject to the terms below, which upon acceptance will constitute a binding agreement for the supply of the goods and services identified.

Scope of Work

Vendor shall perform the Scope of Work described above and supply items set forth in the Itemized Quote below in accordance with industry standards and the schedule agreed between the parties. Deviations from the Scope of Work must be documented and approved in writing by both parties.

Itemized Quote

Payment Terms

Client shall pay Vendor for the goods and services specified in this Quote in accordance with the following terms. All amounts are stated in the currency of the Quote unless otherwise agreed in writing.

Late Payment: Any undisputed amount not paid within the time specified in an accepted payment schedule shall accrue a late fee at the rate specified below, applied monthly to the unpaid balance until paid in full.

Term and Termination

The term of any contract formed by acceptance of this Quote shall commence on the Start Date and continue until the End Date or until completion of the Scope of Work, whichever is later, unless earlier terminated as provided below.

Start Date:    End Date:

Either party may terminate for material breach if the other party fails to cure such breach within the notice period set forth below. Termination shall not relieve Client of the obligation to pay for goods delivered or services performed prior to termination.

Confidentiality

Each party acknowledges that in the course of performance it may receive Confidential Information of the other party. "Confidential Information" means non-public commercial, financial or technical information designated as confidential or that reasonably should be understood to be confidential. Each party shall: (a) hold in confidence such Confidential Information; (b) not disclose it to third parties except as permitted by this Quote; and (c) use it solely for performance of this Quote. The obligations herein shall survive termination of any resulting contract for a period of three (3) years.

Governing Law

This Quote and any contract resulting from acceptance shall be governed by and construed in accordance with the laws of the following state, without regard to conflict of laws principles:

Entire Agreement

This Quote, together with any documents expressly incorporated by reference and any accepted change orders signed by both parties, constitutes the entire agreement between Vendor and Client with respect to the subject matter hereof and supersedes all prior proposals, negotiations, and agreements, whether written or oral. No modification is effective unless in writing and signed by authorized representatives of both parties.

Acceptance

To accept this Quote, Client must sign below where indicated. Acceptance of this Quote creates a binding obligation on the parties in accordance with the terms set forth herein. Any changes requested by Client following acceptance shall be subject to Vendor's written approval and may affect price and schedule.

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