Business Services Agreement Fastenal

Business Services Agreement — Fastenal

This Business Services Agreement ("Agreement") is entered into as of the Effective Date set forth below by and between Fastenal Company: and Client Name: .

Effective Date: Day Month Year .

WHEREAS

WHEREAS, Fastenal Company is engaged in the business of providing supply chain, inventory management, and related business services and possesses the personnel, equipment and expertise necessary to perform the services described herein; and

WHEREAS, Client desires to retain Fastenal Company to perform certain business services under the terms and conditions set forth in this Agreement, and Fastenal Company is willing to perform such services for Client in accordance with this Agreement.

WHEREAS, the parties intend for this Agreement to define the scope, compensation, confidentiality obligations, and other terms governing their relationship.

Scope of Work

Fastenal Company shall perform the services described above in a professional and workmanlike manner consistent with industry standards. Services may include, without limitation, inventory management, procurement support, on-site stocking, reporting, and periodic reviews as agreed in writing by the parties. Any material changes to the Scope of Work shall be agreed by the parties in a written change order signed by authorized representatives of both parties.

Payment Terms

Unless otherwise agreed in writing, Client shall pay invoices within days of receipt. All payments are due in U.S. dollars. Invoices shall itemize services performed and expenses incurred. Client is responsible for all applicable sales, use and other taxes, excluding taxes on Fastenal Company's income.

If payment is not received when due, Fastenal Company may suspend performance until payment is made and shall be entitled to recover collection costs, including reasonable attorneys' fees and court costs, to the extent permitted by law.

Term and Termination

Term Commencement Date: . Term Expiration Date: .

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective date of termination. Either party may terminate immediately for material breach by the other party that remains uncured for a period of thirty (30) days after written notice specifying the breach. Termination shall not relieve Client of the obligation to pay for services performed and expenses incurred prior to the effective date of termination.

Confidentiality

"Confidential Information" means non-public business, technical and financial information disclosed by either party to the other, whether disclosed orally, in writing, electronically or by inspection, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Each party agrees to: (a) use Confidential Information only to perform its obligations under this Agreement; (b) protect Confidential Information with 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 any third party except to employees, contractors or advisors who have a need to know and are bound by confidentiality obligations no less protective than those herein. Confidential Information does not include information that: (i) is or becomes generally available to the public other than by breach of this Agreement; (ii) was lawfully in the receiving party's possession prior to receipt from the disclosing party; or (iii) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information.

Indemnification and Liability

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's breach of this Agreement, negligence, or willful misconduct. EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO FASTENAL COMPANY UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM. NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for any dispute arising from or relating to this Agreement.

Entire Agreement

This Agreement, including all exhibits and written change orders signed by both parties, constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, communications and understandings, whether written or oral. No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous

Neither party may assign this Agreement without the prior written consent of the other party, except that Fastenal Company may assign this Agreement in connection with a merger, sale of substantially all assets, or corporate reorganization. Notices under this Agreement shall be in writing and delivered to the addresses provided by the parties. 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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