Legal I & A Agreement

Legal I & A Agreement

This Inspection and Acceptance Agreement ("Agreement") is made and entered into as of by and between Client Name: a(n) , with principal place of business at ; and Supplier Name: a(n) , with principal place of business at .

Recitals

WHEREAS, Supplier has agreed to provide certain goods and/or services described in Purchase Order No. (the "Goods" or "Services"); and

WHEREAS, Client requires the right to inspect the Goods and to accept or reject the Goods in accordance with the provisions of this Agreement; and

WHEREAS, the parties wish to set forth the procedures and remedies with respect to inspection, acceptance and rejection of the Goods and related obligations of the parties.

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties agree as follows:

1. Definitions

For purposes of this Agreement, the following definitions apply: "Acceptance" means Client's written acknowledgement that Goods conform to the agreed specifications; "Inspection Period" means the number of days following delivery during which Client may inspect the Goods as set forth in Section 2; "Rejection" means Client's written notice that Goods fail to conform to the Agreement.

2. Inspection and Acceptance

2.1 Inspection Period. Client shall have days from the date of delivery (the "Inspection Period") to inspect the Goods. Unless Client provides written notice of rejection within the Inspection Period, the Goods shall be deemed accepted.

2.2 Acceptance Criteria. Acceptance shall be determined by reference to the specifications and criteria set forth in the Purchase Order and by the following standards:

2.3 Rejection Procedure. If Client rejects any Goods, Client shall provide Supplier with written notice specifying the nonconformity and the grounds for rejection. Supplier shall, at its election and expense, promptly repair or replace the nonconforming Goods within days of receipt of notice, or refund the purchase price for such Goods.

3. Delivery; Title and Risk of Loss

3.1 Delivery. Supplier shall deliver the Goods to Client at the delivery location specified in the Purchase Order. Delivery dates are of the essence.

3.2 Title and Risk of Loss. Title and risk of loss shall pass to Client upon: Delivery to Client Acceptance by Client The parties agree that the selection(s) above govern the transfer of title and risk of loss.

4. Remedies on Rejection

If Supplier fails to repair or replace nonconforming Goods within the period set forth in Section 2.3, Client may, at its option, (a) elect to accept such Goods with an equitable reduction in price, (b) reject such Goods and recover the purchase price paid, or (c) procure substitute goods and recover from Supplier any excess cost occasioned thereby. These remedies are cumulative and in addition to any other remedies provided by law.

5. Payment

6. Warranties

Supplier warrants that the Goods shall (a) conform to the specifications and samples provided, (b) be free from defects in material and workmanship, and (c) be merchantable and fit for the intended purpose. The warranty period shall be days from the date of acceptance.

7. Indemnification

Supplier shall indemnify, defend and hold harmless Client, its officers, directors and employees from and against any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from: (a) Supplier's breach of any representation, warranty or covenant under this Agreement; (b) the negligence or willful misconduct of Supplier or its subcontractors; or (c) any third-party claim that the Goods infringe any intellectual property right of a third party.

8. Limitation of Liability

Except for liability arising from willful misconduct, fraud, or Supplier's indemnification obligations under Section 7, the aggregate liability of each party for any and all claims arising out of or relating to this Agreement shall not exceed or the amount actually paid by Client to Supplier under the Purchase Order, whichever is greater. Neither party shall be liable for consequential, incidental, indirect or punitive damages.

9. Confidentiality

Each party agrees to keep confidential all nonpublic information disclosed by the other party that is marked confidential or that should reasonably be considered confidential ("Confidential Information"). Confidential Information shall not include information that is generally known to the public other than by breach of this Agreement, or that is independently developed by the receiving party. Confidential Information shall be used only to perform obligations under this Agreement.

10. Assignment

Neither party may assign or delegate its rights or obligations under this Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld; provided, however, that either party may assign this Agreement in connection with a merger, acquisition or sale of substantially all of its assets.

11. Notices

Notices shall be in writing and shall be deemed given when delivered personally, sent by certified mail, return receipt requested, or when delivered by nationally recognized overnight courier, to the addresses specified above or such other address as the parties may designate in writing.

12. Governing Law

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

13. Entire Agreement

This Agreement, together with the Purchase Order and any attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings of the parties, whether written or oral.

14. Severability

If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining provisions shall remain in full force and effect and the parties shall negotiate in good faith to substitute for the invalid provision a valid provision that, to the extent possible, effectuates the original intent of the parties.

15. Amendments and Waiver

No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties. The waiver by either party of any breach or default shall not constitute a waiver of any other right or remedy.

16. Counterparts

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures delivered by electronic means shall be binding.

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