Business Supply Document

BUSINESS SUPPLY DOCUMENT

This Business Supply Document (the Agreement) is entered into by and between Supplier Name: located at , and Buyer Name: located at .

RECITALS

WHEREAS, Supplier is engaged in the manufacture, distribution and sale of the goods and supplies described in this Agreement and represents that Supplier has the capacity and authority to deliver such goods in accordance with the terms set forth herein;

WHEREAS, Buyer desires to procure certain goods and supplies from Supplier, and Supplier agrees to supply such goods to Buyer under the terms, pricing and delivery schedule established in this Agreement;

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

SCOPE OF WORK

Supplier shall supply, deliver and, where applicable, install the supplies described below in accordance with the schedule, quantities and specifications set forth in this Agreement. Supplier shall perform all work in a professional manner consistent with industry standards.

SUPPLY ITEMS

The parties agree the initial list of supply items and expected quantities is set forth below. Supplier shall deliver items conforming to the descriptions and standards in Section "Detailed Scope and Specifications."

PAYMENT TERMS

Buyer shall pay Supplier for the supplies delivered pursuant to this Agreement in accordance with the following terms:

All payments shall be made in lawful currency and without set-off, deduction or counterclaim unless expressly agreed in writing. Supplier shall provide itemized invoices that detail delivered quantities, unit prices and any applicable taxes or fees.

TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least Notice Period: days prior to the effective termination date.

Either party may terminate for material breach if the breaching party fails to cure the breach within thirty (30) days after receipt of written notice specifying the nature of the breach. Termination for cause does not relieve the breaching party of liability for damages resulting from the breach.

DELIVERY, INSPECTION AND ACCEPTANCE

Delivery Location:

Supplier shall deliver goods in accordance with the agreed schedule. Buyer shall inspect delivered goods within a reasonable period not to exceed Inspection Period: days and shall either accept or provide written notice of rejection specifying defects. Rejected goods shall be returned at Supplier's expense and Supplier shall, at Supplier's option, repair or replace defective goods within a commercially reasonable timeframe.

CONFIDENTIALITY

Each party acknowledges that in the performance of this Agreement it may receive confidential or proprietary information of the other party. "Confidential Information" includes technical data, customer lists, pricing, business strategies and other non-public information disclosed in written, electronic or oral form. Each party shall keep Confidential Information in strict confidence, shall not use it except to perform obligations under this Agreement, and shall not disclose it to any third party except 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. Confidentiality obligations survive termination for a period of three (3) years or longer if required by applicable law.

WARRANTIES, COMPLIANCE AND INDEMNITY

Supplier warrants that goods delivered under this Agreement shall conform to the specifications in Section "Detailed Scope and Specifications," shall be free from material defects in workmanship and materials for a period of Warranty Period: from acceptance, and shall comply with all applicable laws and regulations. Supplier shall, at its expense, remedy any breach of this warranty.

Each party shall indemnify, defend and hold harmless the other party from and against losses, liabilities, damages and expenses arising out of the indemnifying party's breach of this Agreement, negligence or willful misconduct. The indemnified party shall provide prompt written notice of any claim and cooperate in the defense.

LIMITATION OF LIABILITY

Except for liability resulting from willful misconduct, fraud or a party's indemnification obligations, neither party shall be liable to the other for special, incidental, consequential or punitive damages, and liability for direct damages arising under or in connection with this Agreement shall be limited to the amount paid or payable to Supplier under the applicable purchase(s) giving rise to the claim in the twelve (12) months preceding the event.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles.

ENTIRE AGREEMENT

This Agreement, including all attachments and purchase orders expressly incorporated herein, constitutes the entire agreement between the parties relating to the subject matter and supersedes all prior and contemporaneous agreements, understandings and representations, whether written or oral. No amendment shall be effective unless in writing and signed by both parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate in writing. Notices shall be effective upon receipt when delivered personally, by nationally recognized overnight courier, or by certified mail, return receipt requested.

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