Business Volume Document

BUSINESS VOLUME DOCUMENT

Parties

Client Name:

Provider Name:

Recitals

WHEREAS, Client Name indicated above is engaged in the business of purchasing goods and/or services and desires to establish expected business volume and related obligations with Provider Name; and

WHEREAS, Provider Name has the operational capacity to supply the goods and/or services described in this Business Volume Document and is willing to accept commitments and reporting obligations described herein; and

WHEREAS, the parties intend that this Business Volume Document set forth projected volume, minimum purchase commitments, reporting and adjustment mechanisms, and remedies related to volume shortfalls and excesses, effective as of .

Scope of Work

The Provider shall supply the goods and/or perform the services described above in accordance with the quantities and schedules set forth in the Business Volume Commitments section. Provider shall deliver in a commercially reasonable manner and in compliance with any specifications expressly set forth in this document or otherwise agreed in writing.

Business Volume Commitments

Monthly    Quarterly    Annually

Payment Terms

All amounts due under this document shall be invoiced in accordance with the delivery and reporting terms. Client shall pay Provider the sums invoiced within days of receipt of a proper invoice.

Late payments shall accrue interest at the lesser of (a) per month on the outstanding balance, or (b) the maximum rate permitted by applicable law. Client is responsible for all reasonable costs of collection, including attorneys' fees.

Term and Termination

This Business Volume Document commences on and continues until unless earlier terminated in accordance with this section.

Either party may terminate this document for convenience upon providing the other party with prior written notice. Either party may terminate immediately for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice. Termination shall not relieve Client of its obligation to pay for goods or services delivered prior to termination or for minimum purchase commitments accrued during the term.

Confidentiality

Each party acknowledges that in the performance of this Business Volume Document it may receive Confidential Information of the other party. "Confidential Information" means non-public business, technical, pricing and volume information disclosed in connection with this document. Each party shall: (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; (b) use Confidential Information solely for the purposes of performing its obligations under this document; and (c) not disclose Confidential Information to any third party except as expressly permitted herein.

Confidentiality obligations survive termination for a period of years, except as to trade secrets where protection shall be maintained for so long as the information qualifies as a trade secret under applicable law. Disclosure compelled by law is permitted only after the receiving party provides prompt notice and, where feasible, cooperates in seeking a protective order.

Audit Rights and Records

Provider shall maintain complete and accurate records of volumes, deliveries and invoices for a period of three (3) years. Client shall have the right, upon reasonable notice, to audit such records once annually during normal business hours to verify compliance with volume commitments. Any underpayment discovered by audit shall be promptly paid by the Provider if applicable; if the audit reveals a material discrepancy in Provider's favor, Provider shall reimburse Client for the reasonable audit costs.

Remedies for Shortfall or Excess Volume

If Client fails to meet the Minimum Purchase Commitment, Client shall pay to Provider an amount equal to the shortfall multiplied by the Standard Price, unless otherwise adjusted under the Adjustment Mechanism. If Client exceeds projected volume materially, the parties shall meet to renegotiate pricing and supply terms in good faith. All remedies are cumulative and in addition to any other rights at law or equity.

Notices

Governing Law

This Business Volume Document shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. Any dispute arising out of or relating to this document shall be brought exclusively in the state or federal courts located in that state.

Entire Agreement

This Business Volume Document, together with any documents expressly incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral. Any amendment must be in writing and signed by authorized representatives of both parties.

Miscellaneous

If any provision of this document is held invalid or unenforceable, the remainder shall remain in full force and effect. Neither party may assign this Business Volume Document without the prior written consent of the other, except to a successor in interest by merger or sale of substantially all assets.

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