Business Supplynet Agreement

BUSINESS SUPPLYNET AGREEMENT

This Business Supplynet Agreement (the Agreement) is entered into as of (Effective Date), by and between:

Supplier Name:    Supplier Address:

Client Name:    Client Address:

RECITALS

WHEREAS, Supplier is engaged in the business of sourcing, assembling and distributing goods, components, and related services through a coordinated supply network (Supplynet) and has the expertise and capacity to provide the Products and Services described herein;

WHEREAS, Client desires to procure Products and Services from Supplier under the terms and conditions set forth in this Agreement in order to support Client's business operations;

NOW, THEREFORE, in consideration of the mutual covenants and promises set forth below, the parties agree as follows.

SCOPE OF WORK

Supplier shall perform the scope of work described above, provide all labor, materials and supervision necessary to fulfill delivery and service obligations, and comply with Client's reasonable site access and scheduling requirements as further detailed in the scope of work.

PAYMENT TERMS

Overdue payments shall incur interest at % per month (or the maximum allowed by law), plus reasonable collection costs and attorneys' fees.

TERM AND TERMINATION

This Agreement shall commence on and, unless earlier terminated in accordance with this Agreement, shall continue until .

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within the notice period above following written notice. Either party may also terminate for insolvency or bankruptcy of the other party, effective upon written notice.

CONFIDENTIALITY

Each party acknowledges that during performance it may receive Confidential Information of the other party. Confidential Information means non-public business, technical and financial information disclosed in oral, written or electronic form. Receiving party shall use Confidential Information solely to perform its obligations under this Agreement, limit access to employees and contractors who need to know, and not disclose such information to third parties without prior written consent, except as required by law. Confidentiality obligations shall survive termination for three (3) years, or longer as required for trade secrets under applicable law.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Supplier shall indemnify and hold harmless Client from third-party claims arising from Supplier's gross negligence or willful misconduct in supplying Products or Services. Except for liability arising from willful misconduct or breach of confidentiality, neither party shall be liable for incidental, consequential or punitive damages, and total aggregate liability shall be limited to the total fees paid by Client to Supplier under this Agreement during the twelve (12) months preceding the event giving rise to the claim.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state specified above, without regard to conflict of laws principles. 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; AMENDMENT

This Agreement, including the scope of work and payment schedule, constitutes the entire agreement between the parties relating to its subject matter and supersedes all prior understandings, proposals and communications, whether written or oral. No amendment or modification shall be effective unless made in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

The parties are independent contractors and nothing in this Agreement creates a partnership, joint venture or agency relationship. Neither party may assign its rights or delegate its obligations without the prior written consent of the other, except that either party may assign to a successor in interest in connection with a sale of substantially all its assets or a merger.

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