Commercial Terms Agreement

COMMERCIAL TERMS AGREEMENT

This Commercial Terms Agreement ("Agreement") is entered into as of Effective Date: by and between Party A Name: Entity Type: Corporation LLC Other; formed under the laws of , with principal place of business at ; and Party B Name: Entity Type: Corporation LLC Other; formed under the laws of , with principal place of business at .

RECITALS

WHEREAS, Party A is engaged in the business of providing the goods and/or services described herein and wishes to make such goods and/or services available to Party B on the terms set forth in this Agreement;

WHEREAS, Party B desires to purchase and/or resell the goods and/or procure the services subject to the pricing, payment, delivery, and other commercial terms contained in this Agreement; and

WHEREAS, the parties intend that the terms set forth in this Agreement govern their commercial relationship and supersede prior negotiations and agreements with respect to the subject matter hereof.

NOW THEREFORE, in consideration of the mutual promises and covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1 "Products" means the goods, items, and/or materials specified in Schedule A attached hereto or otherwise ordered under this Agreement. "Services" means the services described in Schedule A or in any purchase order issued pursuant to this Agreement. "Business Day" means any day other than a Saturday, Sunday or a day on which banks are authorized or required to be closed in the jurisdiction of the receiving party.

2. SCOPE OF COMMERCIAL TERMS

2.1 Supply and Performance. Party A shall supply the Products and/or perform the Services described in Schedule A in accordance with the specifications, quantities, delivery schedule, and acceptance criteria set forth therein. Any change to scope shall be made only by a written change order signed by authorized representatives of both parties.

2.2 Subcontracting. Party A may engage subcontractors to perform portions of the Services provided that Party A remains fully responsible for the performance of its subcontractors and compliance with this Agreement.

3. TERM AND TERMINATION

3.1 Term. The term of this Agreement shall commence on the Effective Date and continue for an initial period of unless earlier terminated as provided herein.

3.2 Termination for Cause. Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach.

4. PRICING, INVOICING, AND PAYMENT

4.1 Prices. The prices for Products and Services shall be as set forth in Schedule B. Unless otherwise specified, prices are exclusive of taxes, duties and freight, which shall be for the account of the purchasing party.

4.2 Payment Terms. Party B shall pay undisputed invoices within days from the invoice date. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law.

5. TAXES AND WITHHOLDING

Unless otherwise agreed in writing, the prices do not include any sales, use, value added, withholding or similar taxes imposed by any governmental authority. The party required by law to collect or withhold taxes shall do so and shall provide the other party with documentation evidencing such payment or withholding.

6. DELIVERY, RISK OF LOSS, AND ACCEPTANCE

6.1 Delivery Terms. Unless otherwise agreed, delivery will be FOB shipping point and risk of loss shall pass to Party B upon delivery to the carrier. Title passes upon receipt of payment in full.

6.2 Inspection and Acceptance. Party B shall inspect delivered Products within days and shall notify Party A in writing of any nonconformity. Failure to timely notify shall constitute acceptance.

7. CONFIDENTIALITY

Each party shall maintain in confidence all non-public information designated as confidential or that by its nature should be reasonably understood to be confidential ("Confidential Information"). Confidential Information shall not include information that is generally known to the public, rightfully received from a third party, or independently developed without use of the disclosing party's Confidential Information.

8. LIMITATION OF LIABILITY AND INDEMNIFICATION

8.1 Limitation of Liability. Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality or intellectual property obligations, neither party shall be liable to the other for lost profits, loss of business, or indirect, incidental, special or consequential damages, whether in contract, tort or otherwise.

8.2 Indemnification. Each party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other party (the "Indemnified Party") from and against third-party claims arising out of the Indemnifying Party's breach of this Agreement, negligent acts, or willful misconduct, provided the Indemnified Party gives prompt written notice of the claim and cooperates in the defense.

9. INTELLECTUAL PROPERTY

9.1 Ownership. Each party retains all right, title and interest in and to its pre-existing intellectual property. Any intellectual property created solely by Party A in the performance of this Agreement shall remain the property of Party A, subject to any licenses expressly granted herein.

10. NOTICES

All notices, demands or other communications required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or three (3) business days after deposit in the mail, postage prepaid, addressed to the party at its address set forth in the opening paragraph or to such other address as either party may designate by notice in accordance with this Section.

11. AMENDMENT; WAIVER; COUNTERPARTS

This Agreement may be amended or modified only by a written instrument signed by authorized representatives of both parties. No failure or delay in exercising any right will constitute a waiver; any waiver must be in writing. This Agreement may be executed in counterparts, each of which will be deemed an original and all of which together will constitute one agreement.

12. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

12.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of without regard to its choice of law principles.

12.2 Entire Agreement. This Agreement, including any Schedules and exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications.

12.3 Severability. If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect and the parties shall negotiate in good faith to replace the invalid provision with a valid provision that achieves, to the extent possible, the economic, legal and commercial objectives of the invalid provision.

MISCELLANEOUS

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