Festival Purchase Agreement Diwali

FESTIVAL PURCHASE AGREEMENT — DIWALI

This Festival Purchase Agreement (Agreement) is made and entered into as of by and between Buyer Name: with Address: , and Seller Name: with Address: .

RECITALS

WHEREAS, Buyer intends to purchase goods and services focused on Diwali festival events, decorations and associated merchandise for the period identified in this Agreement; and

WHEREAS, Seller is engaged in the business of supplying festival goods and services and represents that it has the experience, capacity and lawful authority to supply the items and services described herein in accordance with the terms of this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the sale and purchase of the goods and services described in this Agreement.

SCOPE OF WORK

Seller shall supply, deliver and, where applicable, install the goods and perform the services described below for the Diwali festival event(s). Seller shall perform all work in a professional and workmanlike manner and in compliance with all applicable safety and legal requirements.

ITEMIZED GOODS AND SERVICES

The parties agree the items and quantities set forth below constitute the goods and services to be provided under this Agreement. Seller shall supply items consistent with the descriptions, specifications and delivery schedule below.

PAYMENT TERMS

Total Purchase Price: . Buyer shall pay a deposit of upon execution of this Agreement, with the remaining balance due as set forth below.

Late Payment: Any unpaid amount not received by Seller within seven (7) days after the applicable due date shall accrue a late fee equal to and interest thereafter at the maximum lawful rate permitted in the governing jurisdiction.

DELIVERY, RISK OF LOSS AND INSPECTION

Delivery shall be made to the delivery address specified by Buyer and accepted by Seller. Title and risk of loss pass to Buyer upon delivery unless otherwise agreed in writing. Buyer shall inspect goods within forty-eight (48) hours of delivery and notify Seller in writing of any nonconformity or defect. Failure to provide notice within that period shall constitute irrevocable acceptance of delivered goods.

TERM AND TERMINATION

This Agreement commences on Start Date: and remains in effect until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the intended termination date. Either party may terminate for cause upon written notice if the other party materially breaches any obligation under this Agreement and fails to cure such breach within fourteen (14) days after receipt of written notice describing the breach.

CONFIDENTIALITY

Each party acknowledges that in the course of performance it may receive Confidential Information of the other party. "Confidential Information" means non-public business or technical information disclosed in written, electronic or oral form that is designated as confidential or that by its nature should reasonably be considered confidential. Neither party shall disclose or use the other party's Confidential Information except as required to perform this Agreement. Confidential Information does not include information that is (a) already in the public domain other than by breach of this Agreement, (b) rightfully known by the receiving party prior to disclosure, or (c) rightfully obtained by the receiving party without restriction from a third party.

INDEMNIFICATION

Seller shall indemnify, defend and hold Buyer harmless from and against any losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of Seller's breach of warranty, negligence, willful misconduct, or infringement claims related to the goods or services supplied hereunder. Buyer shall promptly notify Seller of any claim and permit Seller to control the defense and settlement thereof, provided that such settlement does not impose any financial obligation on Buyer without Buyer's written consent.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State / Jurisdiction of without regard to conflict of laws principles.

ENTIRE AGREEMENT

This Agreement, including any documents incorporated by reference and any written change orders signed by both parties, constitutes the entire agreement between Buyer and Seller with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, representations, warranties and agreements, whether written or oral. No amendment to this Agreement shall be effective unless in writing and signed by both parties.

The parties acknowledge that they have read and understand this Agreement, that they have had the opportunity to consult counsel, and that they accept and agree to be bound by its terms.

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