Business Spot Buy Agreement

BUSINESS SPOT BUY AGREEMENT

This Business Spot Buy Agreement (the "Agreement") is made as of between (Buyer) and (Seller).

WHEREAS

WHEREAS, Buyer desires to make a one-time purchase from Seller of goods or services described below on the terms and conditions set forth in this Agreement; and

WHEREAS, Seller represents that it has the authority and capacity to sell and deliver the described goods or perform the described services, and that such goods or services will conform to the specifications, quantities, and delivery schedule agreed between the parties; and

WHEREAS, the parties intend this Agreement to memorialize the spot purchase transaction and the respective obligations, remedies, and risk allocation related thereto.

SCOPE OF WORK

PAYMENT TERMS

Buyer shall pay Seller the Total Purchase Price identified above in accordance with the schedule set forth below. All amounts are payable in lawful currency unless otherwise agreed in writing.

Late payments shall accrue interest at the rate of on the outstanding balance, or the maximum rate permitted by applicable law, whichever is lower.

DELIVERY AND ACCEPTANCE

Expected delivery date: . Title and risk of loss shall pass to Buyer upon delivery to the delivery location unless otherwise agreed in writing.

TERM AND TERMINATION

The term of this Agreement begins on and continues until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon providing days' prior written notice to the other party. Either party may terminate immediately for material breach if such breach remains uncured for a period of thirty (30) days after written notice of the breach.

CONFIDENTIALITY

Each party (the "Receiving Party") will hold in strict confidence all non-public information disclosed by the other party (the "Disclosing Party") that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Confidential Information does not include information that (a) is or becomes publicly available without breach of this Agreement; (b) is rightfully received from a third party without restriction; (c) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information; or (d) is required to be disclosed by law or court order, provided the Receiving Party gives prompt written notice and cooperates with reasonable efforts to limit the disclosure.

The Receiving Party shall use Confidential Information only to perform its obligations under this Agreement and shall restrict access to employees, agents, and subcontractors who have a need to know and are bound by confidentiality obligations at least as protective as those herein. The obligations of confidentiality shall survive for years following termination or expiration of this Agreement.

WARRANTIES; LIMITATION OF LIABILITY

Seller warrants that the goods and services will materially conform to the specifications set forth in the Scope of Work and will be free from material defects in workmanship and materials for a period specified in writing or, if none, for a period of ninety (90) days following acceptance. EXCEPT FOR THE EXPRESS WARRANTY SET FORTH IN THIS SECTION, SELLER 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 TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, AND IN NO EVENT SHALL A PARTY'S AGGREGATE LIABILITY ARISING OUT OF THIS AGREEMENT EXCEED THE AMOUNTS PAID OR PAYABLE BY BUYER TO SELLER UNDER THIS AGREEMENT WITH RESPECT TO THE TRANSACTION GIVING RISE TO LIABILITY.

NOTICES

All notices required or permitted under this Agreement must be in writing and delivered by hand, overnight courier, certified mail (return receipt requested), or email with confirmation of receipt to the contact details below.

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 conflicts of law principles. The parties shall attempt in good faith to resolve disputes arising out of or relating to this Agreement through negotiation. If unresolved, disputes shall be submitted to the exclusive jurisdiction of the state and federal courts located within the chosen governing state, unless the parties agree in writing to arbitration.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire understanding of the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, representations, and understandings, whether written or oral. No amendment or modification 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 remaining provisions shall remain in full force and effect. Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other party, except that Buyer may assign this Agreement to an affiliate or in connection with a sale of substantially all of its assets.

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