Business Sourcing Agreement

BUSINESS SOURCING AGREEMENT

This Business Sourcing Agreement (the "Agreement") is entered into as of by and between Client Name: and Supplier Name: .

RECITALS

WHEREAS, Client seeks to procure certain goods and/or services related to the sourcing, procurement, or facilitation of third-party vendors and Supplier has experience and capability to provide sourcing services under the terms set forth herein.

WHEREAS, Client desires to engage Supplier to identify, evaluate, negotiate and, as applicable, contract with third-party providers on behalf of Client pursuant to the scope described below, and Supplier desires to provide such services in accordance with this Agreement.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties agree as follows:

1. SCOPE OF WORK

Supplier shall provide sourcing services including market research, identification of qualified vendors, solicitation of proposals, initial negotiations, recommendation of suppliers, and coordination of contract execution between Client and selected third parties. Specific tasks, deliverables, and milestones are described below.

2. COMPENSATION AND PAYMENT TERMS

As consideration for the services, Client shall pay Supplier the fees set forth in this section. All fees are exclusive of taxes unless otherwise stated.

Invoices shall be submitted to Client by Supplier and shall be due and payable within days of invoice receipt. Overdue amounts shall accrue interest at a rate of (or the maximum permitted by law), compounded monthly, together with any costs of collection, including reasonable attorneys' fees.

3. TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon providing the other party with days' prior written notice. Either party may terminate for material breach if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach.

4. CONFIDENTIALITY

"Confidential Information" means any non-public business, technical or financial information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") in any form. Receiving Party shall (a) use Confidential Information solely to perform under this Agreement; (b) restrict disclosure to employees, agents, or subcontractors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) protect the Confidential Information with at least the same degree of care it uses to protect its own similar confidential information, but no less than reasonable care.

Confidential Information does not include information that: (i) is or becomes generally available to the public through no act or omission of Receiving Party; (ii) was known by Receiving Party prior to disclosure as shown by written records; (iii) is received from a third party without breach of an obligation of confidentiality; or (iv) is independently developed by Receiving Party without use of Confidential Information. The obligations of confidentiality shall survive termination of this Agreement for a period of years.

5. OWNERSHIP AND WORK PRODUCT

Unless otherwise agreed in writing, Supplier grants to Client a non-exclusive, perpetual, worldwide license to use any deliverables and work product delivered under this Agreement for Client's internal business purposes. Supplier retains ownership of Supplier's pre-existing intellectual property and methodologies. If any third-party materials are included in deliverables, Supplier shall identify such materials and obtain necessary rights.

6. REPRESENTATIONS; INDEMNIFICATION; LIMITATION OF LIABILITY

Each party represents that it has the authority to enter this Agreement. Supplier represents that services will be performed in a professional and workmanlike manner in accordance with generally accepted industry standards.

Supplier shall indemnify and hold Client harmless from third-party claims arising from Supplier's gross negligence, willful misconduct, or material breach of this Agreement, subject to Client providing prompt written notice of any claim and reasonable cooperation in defense. Client shall indemnify Supplier for Client's material breach and for claims arising out of Client's use of deliverables beyond the license granted herein.

EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, THE AGGREGATE LIABILITY OF EITHER PARTY FOR ANY CLAIM ARISING UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CLIENT TO SUPPLIER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

7. NOTICES

All notices shall be in writing and delivered to the addresses below by hand, nationally recognized overnight courier, or certified mail (return receipt requested), and shall be deemed given upon receipt.

8. GOVERNING LAW; DISPUTE RESOLUTION

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 agree to attempt in good faith to resolve disputes through negotiation. If unresolved within 30 days, the parties may pursue any available remedy in the courts of that State.

9. ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any exhibits and attachments incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, representations and understandings. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

10. MISCELLANEOUS

Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all its assets. If any provision is held invalid, the remaining provisions shall remain in full force and effect. The provisions that by their nature should survive termination shall survive.

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