Fashion Accessories Scarves

FASHION ACCESSORIES SCARVES AGREEMENT

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

Seller: , Address:

Buyer: , Address:

RECITALS

WHEREAS, Seller is engaged in the design, manufacture and sale of fashion accessories, including but not limited to scarves, and represents that it has the capacity and expertise to supply scarves that conform to the specifications set forth herein; and

WHEREAS, Buyer desires to purchase from Seller, and Seller desires to supply to Buyer, certain scarves and related services under the terms and conditions of this Agreement; and

WHEREAS, the parties wish to set forth their respective obligations, payment terms, confidentiality requirements and other terms governing the manufacture, delivery and purchase of the scarves;

SCOPE OF WORK

Seller shall design, manufacture, inspect and deliver scarves in accordance with the specifications, quantities and schedule agreed by the parties. Deliverables shall include prototypes, production samples and final shipped goods as set out below. Payment and delivery obligations are subject to the terms of this Agreement.

PAYMENT TERMS

Buyer shall pay Seller the amounts set forth below in consideration for the production and delivery of scarves. All amounts are in the currency specified by the parties and are exclusive of applicable taxes unless otherwise stated.

Due on

Overdue amounts shall accrue interest at or the maximum rate permitted by law, whichever is less. Buyer shall also be responsible for collection costs and reasonable attorneys' fees incurred by Seller to collect overdue amounts.

TERM AND TERMINATION

This Agreement shall commence on and shall continue until unless earlier terminated as provided below.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve either party of obligations accrued prior to termination, including payment obligations.

CONFIDENTIALITY

Each party (Receiving Party) shall hold in confidence all non-public information disclosed by the other party (Disclosing Party) that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Receiving Party shall not use Confidential Information except to perform its obligations under this Agreement and shall not disclose Confidential Information to any third party except as permitted herein.

Confidential Information does not include information that (i) is or becomes publicly available other than through a breach of this Agreement, (ii) was in Receiving Party's possession prior to disclosure without restriction, (iii) is independently developed by Receiving Party without use of or reference to Disclosing Party's Confidential Information, or (iv) is rightfully received from a third party without restriction. The obligations in this clause shall survive for a period of three (3) years following termination of this Agreement, or longer if required for trade secrets under applicable law.

Breach of this confidentiality obligation may cause irreparable harm for which monetary damages are an inadequate remedy; accordingly, Disclosing Party shall be entitled to seek injunctive relief in addition to any other available remedies.

DELIVERY, INSPECTION AND WARRANTIES

Seller warrants that delivered scarves shall conform to the agreed specifications and be free from defects in material and workmanship for a period of ninety (90) days from delivery. Buyer shall inspect goods within ten (10) days of receipt and shall provide written notice of any non-conformity. Seller's sole obligation for non-conforming goods shall be, at Seller's option, repair or replacement of the non-conforming goods or refund of the purchase price for such goods.

INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party and its affiliates, officers, directors and employees from and against any third-party claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's negligence, willful misconduct or breach of this Agreement, except to the extent caused by the other party's negligence or breach.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for the resolution of disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement (including all exhibits and schedules, if any) constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and understandings, whether written or oral. No amendment or modification of this Agreement will be binding unless executed in writing by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other party, except that Seller may assign to an affiliate or to a successor by merger or sale of substantially all of Seller's assets.

Sign Now