Business Twistlocks Document

BUSINESS TWISTLOCKS AGREEMENT

This Business Twistlocks Agreement (the Agreement) is entered into as of between Provider Name: and Client Name: .

WHEREAS

(a) Provider is engaged in the business of supplying, inspecting, installing, maintaining and certifying container twistlocks, components and related securing equipment; and

(b) Client desires to procure from Provider certain twistlocks and associated services as described herein, and Provider is willing to provide such equipment and services subject to the terms and conditions of this Agreement; and

(c) The parties intend by this Agreement to set forth the scope, payment terms, confidentiality, and other material obligations concerning the supply, installation, inspection and maintenance of twistlocks.

PARTIES' CONTACT INFORMATION

SCOPE OF WORK

Provider shall supply, deliver, inspect, install and maintain the twistlocks and related securing devices specified below (collectively, the Equipment). Provider shall perform services in a professional manner consistent with industry standards and in compliance with applicable safety and regulatory requirements.

EQUIPMENT SCHEDULE

Use the schedule below to itemize the twistlocks and components to be supplied. Totals shall govern payment calculations.

PAYMENT TERMS

Client shall pay Provider the Aggregate Contract Price in accordance with the schedule and conditions set forth below. All payments shall be due in United States dollars unless otherwise agreed in writing.

TERM AND TERMINATION

The term of this Agreement shall commence on the Start Date and continue until the End Date unless earlier terminated in accordance with this Section.

Start Date:    End Date:

Either party may terminate this Agreement for material breach by the other party if the breach remains uncured for a period of days after written notice. Provider may suspend services if Client fails to make any undisputed payment when due.

CONFIDENTIALITY

Each party (Recipient) shall hold in confidence and not disclose to any third party any non-public information disclosed by the other party (Discloser) 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). Recipient shall use Confidential Information solely to perform its obligations under this Agreement. Confidential Information does not include information that is (i) publicly known through no fault of Recipient; (ii) rightfully received from a third party without restriction; or (iii) independently developed by Recipient without use of Discloser’s Confidential Information.

Recipient shall exercise at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care. Upon termination of this Agreement, Recipient shall return or destroy Discloser’s Confidential Information, subject to any retention required by law.

WARRANTIES; LIMITATION OF LIABILITY; INDEMNITY

Provider warrants that Equipment supplied shall conform to the specifications set forth in the Equipment Schedule and, for a period of months from delivery, shall be free from material defects. The foregoing is the sole and exclusive warranty and is provided in lieu of all other warranties, whether express or implied, including merchantability and fitness for a particular purpose, except where statutory warranties cannot be excluded.

Except for liability arising from gross negligence, willful misconduct, or Provider’s breach of confidentiality, neither party shall be liable to the other for consequential, incidental, special or punitive damages. Each party shall indemnify and hold harmless the other from third-party claims arising out of its negligent acts, omissions, or willful misconduct in connection with performance of this Agreement.

COMPLIANCE AND SAFETY

Provider shall perform all installation, testing, inspection and maintenance work in compliance with applicable laws, regulations, and industry standards. Provider shall ensure personnel possess necessary qualifications and shall maintain records of inspections and certifications, which shall be made available to Client upon request.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the state or jurisdiction selected by the parties. Any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration before a single arbitrator, unless the parties mutually agree in writing to litigation; arbitration shall be conducted in the county or jurisdiction agreed by the parties.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any schedules and attachments referenced herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

NOTICES

All notices under this Agreement shall be in writing and delivered by hand, certified mail, or courier to the addresses set forth in the Parties' Contact Information section, or to such other address as either party may designate by notice to the other.

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