Business Tubes

BUSINESS TUBES AGREEMENT

This Business Tubes Agreement (the Agreement) is entered into as of by and between (Provider), with principal place of business at and (Client), with principal place of business at .

RECITALS

WHEREAS, Provider develops, supplies, and supports tubular product solutions and associated services marketed under the name Business Tubes and related product lines (the Products); and

WHEREAS, Client desires to engage Provider to supply Products, provide installation, integration, or other professional services as set forth in this Agreement, and Provider is willing to provide such Products and Services on the terms and conditions herein.

WHEREAS, the parties intend that the rights and obligations set forth in this Agreement will govern all transactions for Business Tubes Products and related services between the parties.

1. SCOPE OF WORK

Provider shall provide the Products and Services described below in accordance with the specifications, schedules, and deliverables agreed by the parties. Provider shall perform in a professional and workmanlike manner consistent with industry practice.

2. PAYMENT TERMS

In consideration for the Products and Services, Client shall pay Provider the fees set forth below in accordance with the schedule and conditions described. All fees are payable in U.S. dollars unless otherwise agreed in writing.

Unpaid amounts shall accrue interest at the lesser of (a) the rate of per month or (b) the maximum rate permitted by applicable law. Client shall also reimburse Provider for reasonable collection costs and attorneys' fees incurred in enforcing payment.

3. TERM AND TERMINATION

This Agreement shall commence on and continue 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 for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

4. CONFIDENTIALITY

"Confidential Information" means nonpublic information disclosed by one party to the other that is designated confidential or that reasonably should be understood to be confidential given the nature of the information. Each party shall: (a) hold Confidential Information of the other in confidence using at least the same degree of care it uses to protect its own similar information, and no less than reasonable care; (b) use Confidential Information only to perform its obligations under this Agreement; and (c) not disclose Confidential Information to third parties except to those employees, contractors, and advisors who have a need to know and who are bound by confidentiality obligations no less protective than those contained herein.

The obligations in this Section shall survive termination of this Agreement for a period of years, except that trade secrets shall be protected for as long as they remain trade secrets under applicable law. Confidential Information does not include information that: (i) is or becomes publicly available through no fault of the receiving party; (ii) was rightfully known to the receiving party prior to disclosure; (iii) is lawfully obtained from a third party without restriction; or (iv) is independently developed without use of the disclosing party's Confidential Information.

5. WARRANTIES AND LIMITATIONS

Provider warrants that Products will substantially conform to the specifications set forth in the Scope of Work for a period of ninety (90) days following delivery, unless a different warranty period is specified in writing. EXCEPT FOR THE EXPRESS WARRANTY SET FORTH IN THIS PARAGRAPH, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR SPECIAL, CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES ARISING OUT OF THIS AGREEMENT. EXCEPT FOR LIABILITY ARISING FROM A BREACH OF CONFIDENTIALITY OR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, THE AGGREGATE LIABILITY OF EITHER PARTY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

6. INSURANCE

Provider shall maintain commercial general liability and professional liability insurance customary for Provider's business operations and sufficient to cover its obligations under this Agreement. Upon request, Provider will provide certificates of insurance to Client.

7. GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties shall first attempt to resolve disputes through good faith negotiation. If unresolved within sixty (60) days, the parties agree that any dispute shall be resolved exclusively in the state or federal courts located in the county of the governing law state specified above.

8. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as either party designates by notice pursuant to this Section. Notices shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or sent by nationally recognized overnight courier.

9. ENTIRE AGREEMENT

This Agreement, including any schedules or exhibits attached hereto and any written change orders signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written. No modification of this Agreement shall be effective unless in writing and signed by an authorized representative of each party.

10. MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Provider may assign to an affiliate or in connection with a merger or sale of substantially all of its assets. The parties are independent contractors and nothing in this Agreement will be deemed to create an agency, partnership, joint venture, or employment relationship between the parties.

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