Business Product Document

BUSINESS PRODUCT DOCUMENT

This Business Product Document (the "Agreement") is made effective as of by and between:

RECITALS

WHEREAS, Supplier develops, manufactures, and supplies the product(s) described herein and has represented that such products conform to the specifications mutually agreed by the parties; and

WHEREAS, Client desires to purchase, commission, or procure the product(s) from Supplier for commercial resale, integration, or use in Client's operations under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend that this Agreement establish the scope of product supply, pricing, delivery, quality assurances, confidentiality obligations, and remedies available to the parties.

SCOPE OF WORK AND PRODUCT SPECIFICATIONS

Supplier shall provide the product(s) and related services as described below. Product specifications, acceptance criteria, packaging, labeling, and any engineering or configuration work to be performed by Supplier are set forth in the Specification and Deliverables section.

ITEMIZED PRODUCTS & QUANTITIES

Itemize the primary products covered by this Agreement. Attach additional sheets if necessary.

PAYMENT TERMS

Client shall pay Supplier for the product(s) in accordance with the schedule and amounts described below. All payments shall be made in U.S. dollars unless otherwise agreed in writing.

Late payment shall accrue interest at on overdue amounts, or the maximum rate permitted by applicable law, whichever is lower. Client shall also reimburse Supplier for reasonable collection costs incurred as a result of late payment.

Unless otherwise stated, invoices are payable within days of invoice date. Supplier may condition delivery on receipt of any required deposit or letter of credit as specified in the Payment Schedule.

TERM AND TERMINATION

This Agreement shall commence on the Start Date and remain in effect until the End Date unless earlier terminated in accordance with this section.

Start Date:    End Date:

Either party may terminate this Agreement for convenience upon prior written notice to the other party of days. Either party may terminate immediately for material breach if the breach remains uncured thirty (30) days after written notice, or immediately for insolvency, bankruptcy, or appointment of a receiver with respect to the other party.

CONFIDENTIALITY

Each party (the "Recipient") shall keep confidential and shall not use for any purpose other than performance under this Agreement any non-public information disclosed by the other party (the "Discloser") that is identified as confidential or that, by its nature, ought reasonably to be treated as confidential. Confidential information shall not include information that is (a) in the public domain through no fault of Recipient, (b) already lawfully in Recipient’s possession, or (c) rightfully received from a third party without restriction.

Recipient shall use at least the same degree of care to protect Discloser’s confidential information as Recipient uses to protect its own confidential information, but not less than reasonable care. Recipient may disclose confidential information to its employees, contractors, or affiliates who have a need to know and are bound by confidentiality obligations no less protective than those herein. Upon termination or upon request, Recipient shall return or destroy confidential materials and certify such return or destruction in writing.

WARRANTIES, LIMITATIONS, AND REMEDIES

Supplier warrants that, at the time of delivery, products will substantially conform to the specifications set forth in the Specification and Deliverables. The foregoing warranty is exclusive and in lieu of all other warranties, whether express, implied, or statutory, including any implied warranty of merchantability or fitness for a particular purpose, except where such disclaimers are unenforceable under applicable law.

Client’s exclusive remedies for breach of warranty shall be repair, replacement, or refund of the purchase price for non-conforming products, at Supplier’s option. Neither party shall be liable for indirect, incidental, special, or consequential damages except to the extent such damages arise from a party’s gross negligence or willful misconduct.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of without regard to its conflict of laws principles. Any disputes arising out of or relating to this Agreement shall be resolved in the courts of that jurisdiction unless the parties mutually agree to arbitration in writing.

ENTIRE AGREEMENT

This Agreement, including all exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous understandings, proposals, and communications, whether written or oral. No amendment or modification shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that a party may assign this Agreement in connection with a merger, sale of substantially all assets, or change of control. Notices must be in writing and delivered to the addresses set forth above. If any provision is held unenforceable, the remaining provisions shall remain in full force and effect.

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