Eco Foam Business Document

Eco Foam Business Document

Parties

Recitals

WHEREAS, Service Provider is engaged in the design, manufacture and supply of environmentally formulated foam products and related services; and

WHEREAS, Client desires to procure from Service Provider certain Eco Foam goods and/or services as described in this Agreement and Service Provider agrees to provide such goods and/or services under the terms set forth herein; and

WHEREAS, the parties intend by this Agreement to set forth the scope, payment terms, confidentiality obligations, and other terms governing their commercial relationship effective as of .

Scope of Work

Service Provider shall perform and deliver the services and goods described below in a professional manner in accordance with industry standards and any specifications provided by Client.

Deliverables shall include quality documentation, testing results for environmental compliance where applicable, and packaged goods ready for shipment unless otherwise agreed in writing. Changes to scope that materially affect cost or schedule shall be documented in a written change order signed by both parties.

Payment Terms

Client shall pay Service Provider for the services and goods specified in this Agreement as follows:

Invoices are due within days of receipt unless otherwise agreed. Any undisputed amount unpaid after the due date shall accrue interest at the rate of per month (or the maximum lawful rate if lower). Client shall reimburse Service Provider for reasonable costs of collection, including attorneys' fees for amounts overdue.

Term and Termination

This Agreement shall commence on and shall continue in effect until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon providing days' prior written notice to the other party. Either party may terminate immediately for material breach if the breaching party fails to cure such breach within 15 days after receipt of written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for services performed and goods delivered prior to termination.

Confidentiality

"Confidential Information" means non-public business, technical, operational and financial information disclosed by either party to the other, whether in writing, orally or by inspection, that is designated as confidential or that reasonably should be understood to be confidential. Each party shall protect Confidential Information of the other with the same degree of care it uses to protect its own confidential information, but in no event less than a reasonable standard of care.

The obligations in this section shall survive termination of this Agreement for a period of years, except that trade secrets shall be protected for as long as they qualify as trade secrets under applicable law. Confidential Information shall not include information that (i) is or becomes publicly known through no breach by the receiving party, (ii) is independently developed by the receiving party without use of disclosed Confidential Information, or (iii) is rightfully obtained from a third party without restriction.

Representations; Compliance

Each party represents that it has the full power and authority to enter into this Agreement. Service Provider represents that its goods will materially conform to the specifications set forth herein and will comply with applicable environmental and safety laws in materials and labeling. Client shall provide timely access to any information reasonably required for performance and shall comply with applicable laws in its use and resale of goods.

Limitation of Liability

Except for liability arising from gross negligence, willful misconduct, or a party's breach of confidentiality or intellectual property infringement, neither party shall be liable to the other for consequential, incidental, special, or punitive damages. The aggregate liability of each party for claims arising out of this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement during the 12 months preceding the claim.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of law principles. The parties shall first attempt in good faith to resolve disputes by negotiation. If negotiation fails, disputes shall be resolved in the courts located in the jurisdiction specified above.

Entire Agreement; Amendments

This Agreement, including any exhibits and written change orders 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, negotiations and communications, whether oral or written. No waiver, modification or amendment of any provision of this Agreement shall be effective unless in writing and signed by an authorized representative of each party.

Notices

Notices under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by certified mail (return receipt requested) or sent by nationally recognized overnight courier to the addresses set forth above, or to such other address as either party may designate in writing.

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