Business Price Negotiation

BUSINESS PRICE NEGOTIATION AGREEMENT

Parties

This Business Price Negotiation Agreement (the Agreement) is entered into by and between:

Recitals

WHEREAS, Party A is engaged in the business of providing goods and/or services described below and has presented an initial offer to Party B for the provision of such goods and/or services; and

WHEREAS, Party B has proposed adjustments to the initial offer and the parties wish to record the negotiated price, payment terms, and other material terms governing their mutual obligations with respect to the Negotiation Reference Number:

WHEREAS, the parties desire to memorialize the agreed price and related terms in writing to avoid future disputes and to govern performance until final contract execution or termination.

Scope of Work

The Scope of Work identifies the goods and/or services that are the subject of this negotiation. The parties agree that the scope described below is the basis for the negotiated price and payment obligations.

Negotiated Price and Payment Terms

Original Proposed Price: . Negotiated Price: . Final Agreed Price (if different):

Deposit required (if any): . Remaining balance payable per schedule above.

Late payment fee: . Parties acknowledge that late fees may accrue on unpaid amounts and that creditor remedies are not limited by this provision.

Term and Termination

Effective Date: . Anticipated End Date: .

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective termination date. Termination for material breach shall be effective immediately upon written notice if the breaching party fails to cure the breach within days after receipt of written notice specifying the breach.

Confidentiality

The parties acknowledge that in the course of negotiations and performance they may exchange Confidential Information. "Confidential Information" means non-public business, technical, financial, pricing, or customer information disclosed in any form. Each party shall:

(a) hold Confidential Information of the other party in strict confidence using a standard of care no less than that used to protect its own confidential materials; (b) not disclose Confidential Information to any third party except to employees, contractors, or advisors who have a need to know and are bound to maintain confidentiality; and (c) not use Confidential Information for any purpose other than evaluating and performing obligations under this Agreement.

Confidentiality obligations shall remain in effect for from the date of disclosure, except with respect to trade secrets, which shall remain protected for as long as the information qualifies as a trade secret under applicable law.

Mutual confidentiality applies     Unilateral confidentiality (Party A discloses only)

Representations and Warranties

Each party represents and warrants that it has the requisite corporate or organizational power and authority to enter into this Agreement and to perform its obligations hereunder, and that execution and performance will not violate any material agreement or applicable law. No other express warranties are made, and all implied warranties are expressly disclaimed to the fullest extent permitted by law, except as specified in a subsequently executed definitive contract.

Liability and Remedies

Except for willful misconduct or gross negligence, neither party shall be liable to the other for consequential, incidental, special, or punitive damages arising out of this Agreement. Each party's aggregate liability for direct damages under this Agreement shall not exceed the total amount actually paid by Party B to Party A under the negotiated price, unless otherwise agreed in writing.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction selected by the parties: , without regard to its conflict of laws principles.

Entire Agreement

This Agreement, together with any exhibits or schedules executed by the parties and any subsequent written amendments signed by authorized representatives, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior oral or written negotiations, proposals, or agreements. Any modification must be in writing and signed by both parties to be effective.

Miscellaneous

Notices required under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate by notice in accordance with this section. If any provision of this Agreement is held invalid, illegal, or unenforceable in any respect, the remaining provisions shall remain in full force and effect.

Acknowledgement

The individuals signing below represent and warrant that they are authorized to bind their respective parties and that the terms set forth in this Agreement accurately reflect the negotiated price and material terms agreed by the parties as of the Effective Date.

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