Equipment Bearings Agreement

EQUIPMENT BEARINGS AGREEMENT

This Equipment Bearings Agreement (the Agreement) is made and entered into as of Effective Date: by and between:

RECITALS

WHEREAS, Supplier regularly manufactures, supplies and performs maintenance services for bearings, bearing assemblies and related components used in industrial equipment (collectively, Bearings);

WHEREAS, Client desires to procure Bearings, repair services, replacement parts and related technical support described in this Agreement for Client's equipment;

WHEREAS, Supplier represents that it has the technical capability to supply Bearings that meet the specifications identified in this Agreement and Client desires Supplier to furnish such Bearings under the terms set forth herein.

SCOPE OF WORK

Supplier will supply and, where applicable, install, test and warrant Bearings as specified. Supplier shall perform the following work in accordance with the terms of this Agreement and any agreed specifications:

DELIVERABLES AND INSPECTION

Deliverables shall conform to the specifications set forth in the Scope of Work. Client shall have ____ business days after receipt of each shipment or completion of on-site work to inspect and accept or reject deliverables. If Client rejects a deliverable, Supplier shall, at Supplier's expense, correct or replace the deliverable to meet the agreed specifications within a commercially reasonable time.

PAYMENT TERMS

Client shall pay Supplier the Total Contract Price as set forth below, subject to the invoicing and payment schedule provided in this section. All amounts are stated in United States Dollars unless otherwise agreed in writing.

Invoices shall be issued in accordance with the Payment Schedule. Payment is due within days of Client's receipt of a properly prepared invoice. Late payments shall accrue interest at the rate of percent per month (or the maximum rate permitted by law, if less), plus any reasonable collection costs.

WARRANTY

Supplier warrants that furnished Bearings will be free from defects in material and workmanship under normal use and service for a period of months from the date of delivery or installation, whichever is later. This warranty is limited to repair or replacement of defective parts at Supplier's option. This warranty does not apply to damage resulting from misuse, improper installation, modifications, or normal wear and tear.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue in effect until End Date: unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate for material breach if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Each party shall (a) hold Confidential Information in confidence using at least the same degree of care it uses to protect its own confidential information, (b) not disclose Confidential Information to third parties except as expressly permitted herein, and (c) use Confidential Information only for the purposes of performing obligations under this Agreement.

Confidential Information does not include information that is or becomes generally available to the public through no fault of the receiving party, was already in the receiving party's possession without confidentiality obligations, or is rightfully obtained from a third party without confidentiality restrictions. The obligations set forth in this section shall continue for a period of years following termination or expiration of this Agreement.

INDEMNIFICATION; LIMITATION OF LIABILITY

Each party shall indemnify and hold harmless the other party from and against third-party claims arising from its gross negligence or willful misconduct in the performance of this Agreement. Neither party shall be liable for consequential, incidental, special or punitive damages, except for liability arising from a party's gross negligence or willful misconduct. The aggregate liability of each party for claims arising out of this Agreement shall not exceed the total Contract Price paid by Client to Supplier under this Agreement.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties agree that exclusive venue for disputes shall be in the courts located within that State.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any appendix, purchase orders incorporated by reference, 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 written or oral. No amendment shall be effective unless in writing and signed by both parties.

MISCELLANEOUS

Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except to an affiliate or in connection with a merger or sale of substantially all assets. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Failure to enforce any provision shall not constitute a waiver of that provision or any other provision.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate by written notice. Notices shall be deemed given upon personal delivery, three business days after deposit in the U.S. mail with postage prepaid, or one business day after delivery to an overnight courier service.

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