Client PO Info Form

CLIENT PO INFORMATION AND BUSINESS AGREEMENT

Parties and Effective Date

This Client Purchase Order Information Form and Business Agreement (the Agreement) is made effective as of by and between Client Name: and Service Provider Name: .

WHEREAS

WHEREAS, Client has issued or will issue one or more purchase orders to procure services or goods from Provider; and

WHEREAS, Provider has the requisite skills, personnel, and resources to perform the services described in the Scope of Work under the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual promises contained herein, Client and Provider agree as follows.

PO Details

Itemized Order (Attach additional pages if necessary)

List each item, service or milestone associated with this PO. Unit prices should reflect the agreed price exclusive of taxes unless otherwise noted.

Scope of Work

Payment Terms

Client agrees to pay Provider for the services and items described herein in accordance with the following terms:

Late payments shall incur interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law, calculated from the invoice due date until paid in full. Client is responsible for all reasonable collection costs, including attorneys' fees, incurred by Provider in enforcing payment.

Taxes and Additional Charges

Unless otherwise stated, amounts payable under this Agreement exclude sales, use, value-added, and other transactional taxes. Client shall pay applicable taxes or provide a valid exemption certificate prior to invoicing. Any additional shipping, handling, or specialty packaging charges will be invoiced separately unless included in the PO line items.

Term and Termination

Either party may terminate this Agreement for material breach if the breaching party fails to cure such breach within the notice period above. Termination shall not relieve Client of its obligation to pay for services performed and goods delivered prior to the effective date of termination. In addition, Provider may suspend performance for nonpayment upon providing written notice in accordance with the notice period.

Confidentiality

Each party acknowledges that during the course of performance it may receive Confidential Information of the other party. "Confidential Information" means nonpublic business, technical or financial information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential. Recipient shall (i) use Confidential Information only to perform its obligations under this Agreement, (ii) restrict disclosure to those employees or subcontractors who need to know and are bound by confidentiality obligations at least as protective as this clause, and (iii) return or destroy Confidential Information upon request or termination.

Confidential Information does not include information that (a) is or becomes public through no fault of Recipient, (b) was lawfully in Recipient's possession without restriction prior to disclosure by Discloser, or (c) is independently developed by Recipient without use of Discloser's Confidential Information. Recipient may disclose Confidential Information to the extent required by law, provided Recipient gives prompt notice and cooperates with Discloser to seek protective measures.

Representations and Warranties; Remedies

Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT FOR THE FOREGOING, PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED. The parties agree that monetary damages may be inadequate for breach of confidentiality and that injunctive relief is an appropriate remedy in addition to any other remedies available at law or equity.

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 law principles. The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation. If negotiation fails, the parties agree to non-binding mediation prior to pursuing litigation, except that either party may seek injunctive relief as necessary to protect its rights.

Indemnification and Limitation of Liability

Each party shall indemnify and hold harmless the other party from and against claims arising from its negligent acts or willful misconduct. Except for claims arising from gross negligence, willful misconduct, or breach of confidentiality, neither party's aggregate liability for any claim arising under this Agreement shall exceed the total fees paid by Client to Provider under the applicable PO giving rise to the claim.

Entire Agreement and Amendments

This Agreement, together with the referenced purchase order(s) and any attachments executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether oral or written. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Notices

Acknowledgment

By signing below, each party represents and warrants that it has full authority to enter into this Agreement and that the information provided in this Client PO Information Form is accurate and complete to the best of its knowledge. The submission of a purchase order referencing this Agreement constitutes an order for the described goods and/or services and acceptance of the terms herein.

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