Fabric Link Document

Fabric Link Document

This Fabric Link Document (the Agreement) is entered into as of Effective Date: by and between Client Name: and Provider Name: .

Recitals

WHEREAS, Client engages Provider to establish commercial and logistical connections between textile sources and Client's manufacturing or retail operations (the Services), and Provider represents that it has the expertise and contacts necessary to perform such Services under the terms set forth herein;

WHEREAS, Provider will identify, qualify, and introduce fabric suppliers, maintain link and transaction records, and may coordinate sample shipments, subject to Client's approval and purchase orders;

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the Services in this Agreement.

Scope of Work

Provider will perform the Services described below. Provider shall use commercially reasonable efforts to perform such Services in a professional manner and in accordance with industry standards.

Payment Terms

Client shall pay Provider for the Services in accordance with the amounts and schedule set forth below. All fees are exclusive of applicable taxes; Client shall be responsible for any sales, use, value-added or similar taxes arising from payments hereunder.

If any undisputed amount is not paid when due, Client shall pay late charges equal to the stated late payment fee and Provider's reasonable collection costs, including attorneys' fees. Provider reserves the right to suspend Services for nonpayment after providing written notice and a seven (7) day opportunity to cure.

Term and Termination

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated as provided herein.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within fourteen (14) days after receiving written notice; material breaches that are not capable of cure permit immediate termination. Termination shall not relieve Client of obligations to pay amounts accrued prior to termination.

Confidentiality

Each party (Recipient) shall hold in confidence Confidential Information disclosed by the other party (Discloser) and shall not use or disclose such information except as necessary to perform the Services. Confidential Information excludes information that: (a) is or becomes generally available to the public other than through a breach of this Agreement; (b) was known to Recipient prior to disclosure without restriction; (c) is received from a third party without breach of obligation; or (d) is independently developed.

Recipient may disclose Confidential Information to its employees, contractors, and legal or financial advisors who have a need to know and who are bound by confidentiality obligations no less protective than those contained herein. Upon request or upon termination, Recipient shall return or destroy Discloser's Confidential Information as directed.

Indemnification and Liability

Each party agrees to indemnify and hold harmless the other party from and against claims arising from the indemnifying party's gross negligence, willful misconduct, or breach of its obligations under this Agreement. Except for liability arising from a party's gross negligence or willful misconduct, neither party's aggregate liability shall exceed the total fees paid by Client to Provider under this Agreement during the twelve (12) month period preceding the claim.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of State: without regard to principles of conflicts of law.

Entire Agreement; Amendment

This Agreement, including any exhibits and attachments, constitutes the entire understanding between the parties with respect to the Services and supersedes all prior agreements and understandings. No amendment shall be effective unless in writing and signed by authorized representatives of 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 that Provider may assign to an affiliate or successor in interest. Waiver of any breach shall not constitute waiver of any other breach. If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Notices

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