Business Sample Kit

BUSINESS SAMPLE KIT AGREEMENT

Parties

Recitals

WHEREAS, Provider manufactures, assembles, or otherwise supplies product samples and promotional sample kits for evaluation and business development purposes, and has agreed to deliver a sample kit to Client under the terms of this Agreement;

WHEREAS, Client desires to receive and evaluate the sample kit for internal testing, marketing evaluation, or reseller consideration and agrees to the limitations and obligations herein;

WHEREAS, the parties intend that delivery, handling, use, ownership, confidentiality, and payment for the sample kit be governed by this Agreement effective as of the Effective Date below.

Effective Date:

Scope of Work

Provider will assemble, package, and deliver to Client a sample kit containing the items described below for Client's evaluation and business use as expressly permitted by this Agreement. Provider shall retain title to any items provided on a consignment basis until payment or other terms set forth herein have been satisfied.

Sample Kit Inventory

List each kit component. Quantities, model or SKU, and any special handling instructions must be provided. Provider warrants inventory accuracy to the best of its knowledge at time of shipment.

If additional kit items are included beyond those listed above, attach an addendum signed by both parties identifying such items, quantities, and any special return conditions.

Payment Terms

Client shall pay Provider for the sample kit in the total amount of $ unless otherwise agreed in writing. Payment shall be due as follows:

Payments not received within days after invoice date shall accrue a late fee of on the outstanding balance, in addition to any collection costs incurred by Provider.

Term and Termination

This Agreement commences on the Start Date below and continues until the End Date below unless earlier terminated in accordance with this Section.

Start Date:    End Date:

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Provider may terminate immediately for cause if Client breaches payment obligations or misuses proprietary sample materials.

Confidentiality

Each party shall maintain in confidence and shall not disclose or use any Confidential Information of the other party except as necessary to perform its obligations under this Agreement. "Confidential Information" includes non-public technical, business, financial, or product development information, including formulations, design specifications, pricing, customer lists, and sample usage instructions. Confidential Information does not include information that (a) is or becomes public through no fault of the receiving party; (b) was rightfully known to the receiving party without restriction before disclosure; or (c) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

The receiving party shall use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care. All Confidential Information shall be returned or destroyed at the disclosing party's request upon termination or expiration of this Agreement, subject to any limited retention permitted by law or agreed in writing.

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 conflict of law principles. The parties shall first attempt in good faith to resolve any dispute arising under this Agreement through negotiation. If the dispute cannot be resolved by negotiation within thirty (30) days, the parties may pursue any remedy available at law or in equity in the courts of the chosen jurisdiction.

Limitation of Liability; Indemnity

Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality, neither party shall be liable to the other for consequential, incidental, special, or punitive damages. Each party agrees to indemnify and hold harmless the other party from third-party claims arising from the indemnifying party's breach of this Agreement, negligence, or willful misconduct in connection with the sample kit and its use.

Entire Agreement and Assignment

This Agreement constitutes the entire agreement between the parties regarding the subject matter herein and supersedes all prior negotiations, representations, and agreements, whether written or oral. No modification, waiver, or amendment shall be effective unless in writing and signed by both parties. 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 by operation of law.

Acknowledgements

Client acknowledges receipt of the sample kit components listed above and agrees to handle such components in accordance with Provider's written handling and safety instructions. Client further acknowledges that certain items may be provided for evaluation only and are not for resale unless expressly agreed in writing.

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