Item Request Response Form

ITEM REQUEST RESPONSE FORM

Parties and Request Identification

Client Name:    Request Reference No.:

Client Contact:

Respondent Name:    Respondent Contact:

Request Date:

WHEREAS

WHEREAS, Client Name: submitted a request described by Reference No. on for the supply, delivery or performance of certain items and services (the "Request");

WHEREAS, Respondent Name: has prepared and now submits this Item Request Response describing the items, quantities, delivery terms and pricing in response to the Request; and

WHEREAS, the parties intend that this Response, together with any accepted attachments, will constitute a binding agreement between the parties to the extent accepted in writing by Client Name.

Scope of Work

Itemized Response

Provide each item, quantity, unit price and any applicable lead time. Totals should reflect pricing exclusive of taxes unless otherwise noted.

Subtotal:    Tax / Duties:    Total:

Payment Terms

Payment Amount Due Upon Acceptance:

Late Payment Fee: — Late fees apply to overdue amounts from date due until paid in full. Respondent may suspend deliveries for overdue invoices after providing notice as set forth in Term and Termination.

Term and Termination

Term Start Date:    Term End Date:

Termination Notice Period: — Either party may terminate for convenience with the stated notice. Termination for cause is permitted for material breach if the breaching party fails to cure within the notice period.

Confidentiality

Each party acknowledges that, in connection with the Request and this Response, it may receive confidential or proprietary information of the other party. Recipient shall hold such information in strict confidence, use it solely to evaluate or perform obligations under this Response, and not disclose it except to authorized personnel or as required by law. Confidential information does not include information that is or becomes publicly known through no breach by Recipient, or is independently developed by Recipient without reference to Confidential Information.

Confidential Materials Included:   Yes

Representations and Warranties

Respondent represents that the information provided in this Response is true and correct to the best of its knowledge, that it has authority to offer the items and pricing stated, and that delivered items will conform to the described specifications. Remedies for breach include those provided at law and equity, including replacement, repair or refund for nonconforming items.

Governing Law

This Response and any agreement formed by acceptance of this Response shall be governed by and construed in accordance with the laws of the state of without regard to its conflict of laws principles.

Entire Agreement

This Response, together with any attachments and any written acceptance by Client Name, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior negotiations, proposals and communications, whether written or oral. Any modification must be in writing and executed by authorized representatives of both parties.

Acceptance and Certification

By signing below, each party certifies that the signatory is authorized to bind the party, that the information in this Response is accurate as of the signature date, and that the parties agree to be bound by the terms set forth herein upon Client Name's written acceptance.

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