Customer Order Confirmation

Customer Order Confirmation

Recitals

WHEREAS, Seller: is engaged in the sale of goods and services described herein; and

WHEREAS, Customer: has requested and Seller has agreed to supply the goods and/or services on the terms set forth in this Customer Order Confirmation (the "Confirmation");

NOW, THEREFORE, the parties hereby confirm the order, scope, and commercial terms as set forth below.

Order Details

Order Number:     Order Date:

Order Summary

The following goods and/or services are confirmed for delivery under this Confirmation. Quantities, unit prices, and line totals are binding as of the Order Date unless the parties execute a written amendment.

Scope of Work

The Seller will perform the following work and deliverables in accordance with the specifications and timelines set forth below. Any changes to scope shall be made in writing and signed by both parties.

Payment Terms

Customer shall pay Seller the Total Amount Due in accordance with the following schedule and conditions. All payments shall be made in lawful currency by check, wire transfer, or other method agreed in writing by the parties.

Late Payment: Any amount not paid within days of the invoice due date shall accrue interest at or the maximum rate permitted by applicable law, whichever is lower. Customer shall also be responsible for reasonable collection costs and attorneys' fees incurred by Seller in enforcing payment.

Term and Termination

This Confirmation is effective as of Start Date: and shall continue until End Date: unless earlier terminated as provided below.

Either party may terminate this Confirmation for material breach by the other party if such breach remains uncured for days after written notice specifying the breach. Seller may suspend performance immediately upon nonpayment by Customer and shall retain any deposit as liquidated damages and not as a penalty, to the extent permitted by law.

Confidentiality

Each party shall maintain in confidence all nonpublic information disclosed by the other party that is clearly identified as confidential or that should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Confidential Information shall not include information that is or becomes generally available to the public other than as a result of a breach of this provision, was lawfully in the receiving party's possession before disclosure, or is required to be disclosed by law or valid legal process. The receiving party shall use Confidential Information solely to perform its obligations under this Confirmation and shall return or destroy such Confidential Information upon termination or written request.

Governing Law

This Confirmation, its formation, performance and the rights and obligations of the parties shall be governed by and construed in accordance with the laws of the jurisdiction specified by the parties below, without regard to conflict of law principles.

Entire Agreement

This Confirmation, together with any exhibits, schedules, and written amendments 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, proposals, and communications, whether oral or written. No terms contained in any purchase order or other Customer form shall modify this Confirmation unless expressly agreed in writing and signed by Seller.

Acceptance

By signing below, the parties acknowledge and agree that this Customer Order Confirmation accurately reflects the mutual understanding of the parties with respect to the goods and services described and constitutes a binding agreement upon execution by authorized representatives of both parties.

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