Inventory Validation Agreement

INVENTORY VALIDATION AGREEMENT

This Inventory Validation Agreement ("Agreement") is entered into as of Effective Date: between Inventory Validator: and Client Name: .

RECITALS

WHEREAS, Client owns, possesses, or controls certain inventory, goods, supplies, equipment and related items located at: (the "Inventory"); and

WHEREAS, Inventory Validator is engaged to perform independent validation, verification and reporting services regarding the Inventory in accordance with the scope and procedures set forth in this Agreement; and

WHEREAS, the parties desire to set forth their respective obligations, payment terms, confidentiality commitments and remedies with respect to such validation services.

SCOPE OF WORK

Inventory Validator will perform validation services described below, including on-site inspection, sampling, reconciliation, photographic documentation, condition assessment, and preparation of a validation report ("Validation Services"). The Validation Services shall be performed in accordance with the procedures and acceptance criteria set forth in this Agreement and in any written attachments agreed by the parties.

PAYMENT TERMS

Client shall pay Inventory Validator fees as set forth below. Fees are exclusive of applicable taxes and reasonable travel or special equipment expenses unless otherwise agreed in writing.

Late Payment: Amounts not paid within days of invoice shall incur a late fee of per month on the unpaid balance, or the maximum permitted by law, whichever is lower.

TERM AND TERMINATION

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

Termination for Convenience: Either party may terminate this Agreement upon written notice to the other party delivered not less than days prior to the intended termination date. Termination shall not relieve Client of its obligation to pay for Validation Services performed and documented through the effective date of termination and any non‑cancelable third party costs.

CONFIDENTIALITY

Each party (the "Receiving Party") shall treat as confidential all non-public information disclosed by the other party (the "Disclosing Party") in connection with this Agreement, including inventory counts, unit costs, client lists, reports and photographs (collectively, "Confidential Information"). The Receiving Party shall not disclose Confidential Information except to employees, agents or subcontractors with a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein.

Confidential Information does not include information that: (a) is or becomes generally available to the public through no wrongful act of the Receiving Party; (b) was already lawfully in the Receiving Party’s possession prior to disclosure; (c) is received from a third party without restriction and without breach of this Agreement; or (d) is independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information. The Receiving Party may disclose Confidential Information to the extent required by law, provided that the Receiving Party gives the Disclosing Party prompt written notice and cooperates in any lawful effort to limit disclosure.

LIMITATIONS, REPRESENTATIONS AND INDEMNITY

Validator will perform Validation Services in a professional manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED HEREIN, VALIDATOR MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Client shall indemnify and hold Validator harmless from and against claims arising from Client’s ownership, storage or maintenance of the Inventory except to the extent caused by Validator’s gross negligence or willful misconduct. Liability of either party for any claim arising out of this Agreement shall be limited to direct damages and shall not include consequential, incidental or punitive damages.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles. Any dispute arising under or in connection with this Agreement shall be resolved in the courts located in the same state, and the parties hereby submit to exclusive jurisdiction and venue in those courts.

ENTIRE AGREEMENT

This Agreement, including any attachments or written statements of work executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, representations, and understandings, whether oral or written. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

NOTICES

All notices under this Agreement shall be in writing and delivered to the addresses below or to such other address as either party may designate by written notice to the other.

SIGNATURES

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