Business Services Tangible

Business Services Agreement — Tangible Deliverables

This Business Services Agreement ("Agreement") is entered into effective as of Effective Date: by and between Client Name: and Service Provider Name: .

WHEREAS

WHEREAS, Client desires to engage Provider to perform certain business services that include the production, handling, delivery and transfer of tangible goods and physical deliverables described below; and

WHEREAS, Provider has the experience, personnel, equipment and resources necessary to perform the services and to manufacture, supply or deliver the tangible items specified in the Scope of Work; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

Scope of Work

Provider shall perform the services and supply the tangible deliverables as described below. Provider will supply materials, labor, packaging and shipping as required to complete the work and deliver the tangible items to the Delivery Location. Specific acceptance criteria, quantities, technical specifications and milestones are set forth in the Scope of Work field below.

Payment Terms

Client shall pay Provider the Total Contract Price and other amounts as set forth below. All amounts are payable in lawful currency unless otherwise agreed in writing. Unless otherwise stated, all fees are exclusive of taxes for which Client is responsible.

Term and Termination

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon Notice Period: days' prior written notice to the other party. Either party may terminate for material breach by the other party if such breach is not cured within thirty (30) days after written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for delivered goods and completed services prior to the effective date of termination.

Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other, whether in written, electronic, oral or other form, that is designated as confidential or that reasonably should be understood to be confidential. Confidential Information does not include information that (i) is or becomes publicly available other than by a breach of this Agreement, (ii) was rightfully known by the recipient prior to disclosure, (iii) is rightfully received from a third party without restriction, or (iv) is independently developed by the recipient.

Each party agrees to hold Confidential Information of the other party in strict confidence, to use it only to perform its obligations under this Agreement, and not to disclose it to third parties except to its employees, contractors or advisors on a need-to-know basis who are bound by confidentiality obligations at least as protective as those set forth herein. The obligations of confidentiality shall continue for Confidentiality Period: from the date of disclosure, except for trade secrets which shall be protected for as long as they remain trade secrets under applicable law.

Delivery, Title and Risk of Loss

Unless otherwise agreed in writing, Provider shall deliver tangible goods to the Delivery Location specified above and shall package goods in a commercially reasonable manner. Title and risk of loss shall pass to Client upon delivery and Client's acceptance in accordance with the acceptance criteria set forth in the Scope of Work. If Client rejects delivered goods for failure to conform, Provider shall at its option repair or replace the goods at Provider's expense.

Representations; Indemnity; Insurance

Each party represents and warrants that it has full power and authority to enter into this Agreement. Provider represents that services will be performed in a professional manner and tangible deliverables will materially conform to the specifications set forth in the Scope of Work. Provider shall maintain at its expense insurance customary for the industry, including commercial general liability and, if applicable, product liability insurance. Provider shall indemnify, defend and hold harmless Client from and against third-party claims arising out of Provider's negligence, willful misconduct or breach of its obligations hereunder, subject to the limitations below.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its choice-of-law rules. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for disputes arising under this Agreement.

Entire Agreement; Amendments

This Agreement, including any attachments and the Scope of Work, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral. No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remainder shall remain in full force and effect. Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, except to a successor in interest to all or substantially all of the assigning party's business or assets. The waiver of any breach shall not constitute a waiver of any subsequent breach.

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