Business Product Packs

BUSINESS PRODUCT PACKS AGREEMENT

This Business Product Packs Agreement (the Agreement) is entered into as of (Effective Date) by and between (Provider), and (Client). Provider and Client are each a Party and collectively the Parties.

WHEREAS

WHEREAS, Provider develops, assembles, packages and sells defined product packs consisting of goods, components, packaging and documentation for resale or distribution (Product Packs); and

WHEREAS, Client desires to purchase certain Product Packs from Provider pursuant to the terms and conditions set forth herein and Provider is willing to supply Product Packs in accordance with those terms.

SCOPE OF WORK

PRODUCT PACKS - ITEMIZED

The Parties agree the Product Packs to be delivered and their pricing are as follows. Quantities and specifications set forth below are subject to the change order procedure herein.

PAYMENT TERMS

Total Contract Price: $

Late Payment: Any undisputed amount not paid within the Payment Due Days shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law, plus Provider may suspend delivery of further Product Packs until amounts due are paid in full.

TERM AND TERMINATION

Term: This Agreement shall commence on and continue until unless earlier terminated in accordance with this Section.

Either Party may terminate this Agreement for material breach by the other Party if the breaching Party fails to cure such breach within days after receipt of written notice specifying the breach. Either Party may also terminate for convenience with days prior written notice, subject to agreed payment for Product Packs already produced or shipped.

CONFIDENTIALITY

Each Party shall keep confidential all non-public information disclosed by the other Party that is identified as confidential or that ought reasonably to be understood as confidential given its nature and the circumstances of disclosure (Confidential Information). Confidential Information excludes information that: (a) is or becomes publicly available other than through a breach of this Agreement; (b) is rightfully received from a third party without restriction; (c) is independently developed without use of the Confidential Information; or (d) is required to be disclosed by law or regulation, provided the disclosing Party gives prompt notice and cooperates to limit the disclosure. Receiving Party will use Confidential Information solely to perform its obligations under this Agreement and will exercise no less than reasonable care to protect it.

WARRANTIES AND LIMITATIONS

Provider warrants that Product Packs will materially conform to specifications set forth in the Scope of Work at the time of delivery. Provider's sole obligation for breach of this warranty shall be, at Provider's option, replacement of nonconforming Product Packs or refund of the purchase price for such Product Packs. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES.

CHANGES; PURCHASE ORDERS

Changes to quantities, specifications, delivery schedule or packaging shall be made only by a written change order signed by authorized representatives of both Parties. Client shall place purchase orders that reference this Agreement and specify requested delivery dates; Provider shall confirm or reject any purchase order in writing within a reasonable time.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles.

ENTIRE AGREEMENT

This Agreement, including all purchase orders and change orders executed under it, 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. Any amendment must be in writing and signed by authorized representatives of both Parties.

NOTICES

MISCELLANEOUS

Assignment: Neither Party may assign its rights or obligations under this Agreement without the prior written consent of the other Party, except that Provider may assign to an affiliate or successor in connection with a merger or sale of substantially all its assets. If any provision of this Agreement is held invalid, the remaining provisions shall remain in full force and effect.

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