Business Product Bundle

BUSINESS PRODUCT BUNDLE AGREEMENT

Effective Date:

PARTIES

RECITALS

WHEREAS, Provider is engaged in the business of sourcing, packaging and delivering products and related services, and possesses the necessary personnel, expertise and supply relationships to create a bundled offering of products and services for commercial resale; and

WHEREAS, Client desires to purchase a defined Business Product Bundle consisting of the items and services described in this Agreement for use in Client's operations, and Provider agrees to sell and deliver such bundle under the terms set forth below; and

WHEREAS, the parties intend for this Agreement to set forth the entire understanding between them regarding the supply, delivery, payment and confidentiality obligations related to the Business Product Bundle.

SCOPE OF WORK

Provider shall assemble, package, and deliver the Product Bundle described below and shall perform associated services specifically identified in the bundle. Provider shall meet the specifications, quantities, delivery schedule and acceptance criteria set forth in this Agreement.

BUNDLE ITEMS (ITEMIZATION)

Item 1:

Quantity:   Unit Price: $   Line Total: $

Item 2:

Quantity:   Unit Price: $   Line Total: $

Item 3 (Services or Additional Items):

Quantity:   Unit Price: $   Line Total: $

PAYMENT TERMS

Client shall pay Provider the Total Contract Price in accordance with the following schedule and conditions. All payments are due in US Dollars unless otherwise agreed in writing.

Payments not received within the time specified shall accrue interest or late fees as set forth above. Client shall also be responsible for reasonable collection costs, including attorneys' fees, for unpaid amounts.

DELIVERY AND ACCEPTANCE

Provider shall deliver the Product Bundle to Client at the address specified above or at an alternative delivery location agreed in writing. Delivery terms: . Client shall inspect delivered items within days and shall notify Provider in writing of any nonconforming items. Failure to provide timely written notice constitutes acceptance.

TERM AND TERMINATION

This Agreement commences on the Effective Date and continues until completion of Provider's obligations and final payment by Client, unless earlier terminated as permitted below.

Start Date: . Anticipated End Date: .

Either party may terminate this Agreement for material breach if the breaching party fails to cure within days after receipt of written notice. Either party may also terminate for convenience upon days' prior written notice. Termination shall not relieve Client of liability for amounts due for goods delivered and services rendered prior to termination.

CONFIDENTIALITY

"Confidential Information" means non-public business, technical, pricing, supplier and customer information disclosed by one party to the other, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential. Each receiving party shall: (a) use Confidential Information solely for performance under this Agreement; (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but not less than reasonable care; and (c) not disclose Confidential Information to third parties except to employees, contractors or affiliates who need access to perform this Agreement and who are bound by confidentiality obligations no less protective than those set forth herein.

Confidential Information does not include information that: (i) is or becomes publicly known through no breach of this Agreement; (ii) is rightfully received from a third party without restriction; (iii) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (iv) is required to be disclosed by law, provided the disclosing party gives prompt notice and cooperates in seeking protective measures.

WARRANTIES AND LIMITATIONS

Provider warrants that the goods delivered will materially conform to the specifications set forth in this Agreement for a period of days from delivery. EXCEPT FOR THE FOREGOING, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the contact details below by hand, certified mail, or overnight courier, and shall be effective upon receipt.

GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws rules. The parties shall attempt in good faith to resolve disputes promptly by negotiation. If negotiation fails, disputes shall be resolved by binding arbitration conducted in the county of the Provider's principal place of business, in accordance with the rules of the selected arbitration forum. Judgment on the arbitration award may be entered in any court of competent jurisdiction.

ENTIRE AGREEMENT

This Agreement, together with any documents expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. Any modification or waiver must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

The parties are independent contractors. Neither party may assign this Agreement without the other party's prior written consent, except that Provider may assign this Agreement to an affiliate or in connection with a sale of substantially all of Provider's business assets. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

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