Legal MPO Agreement

LEGAL MPO AGREEMENT

This Master Purchase Order Agreement (the "Agreement") is made and entered into as of Effective Date: by and between Buyer: with principal place of business at , and Supplier: with principal place of business at .

RECITALS

WHEREAS, Buyer seeks to procure certain goods and/or services described in Purchase Orders to be issued from time to time under the terms of this Agreement; and

WHEREAS, Supplier represents that it is qualified, capable and willing to supply such goods and/or perform such services in accordance with the terms, conditions and specifications set forth herein and in individual Purchase Orders; and

WHEREAS, the parties desire to establish the terms governing Purchase Orders issued under this Master Purchase Order Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1 "Purchase Order" means a written order issued by Buyer referencing this Agreement and specifying the goods and/or services, quantities, unit prices, delivery schedule and other applicable terms. 1.2 "Effective Date" means the date set forth above. 1.3 "Goods" means the tangible items described in a Purchase Order. 1.4 "Services" means the work or tasks described in a Purchase Order.

2. TERM

The term of this Agreement shall commence on the Effective Date and continue for a period of unless earlier terminated in accordance with Section 10.

3. PURCHASE ORDERS; ACCEPTANCE

3.1 All Purchase Orders issued by Buyer shall reference this Agreement and shall be subject to the terms hereof. 3.2 Supplier shall accept or reject each Purchase Order in writing within days of receipt. Failure to timely reject shall constitute acceptance.

4. PRICE, INVOICING AND PAYMENT

4.1 Prices for Goods and Services shall be as set forth on each Purchase Order. Unless otherwise stated, prices are firm for the term of each Purchase Order and include applicable taxes, duties and charges. Currency:

4.2 Payment terms are Net days from receipt of an undisputed invoice, subject to acceptance of the delivered Goods or completion of Services. Invoices shall reference the applicable Purchase Order number and be delivered to the invoice address set forth in Section 13.

5. DELIVERY; TITLE AND RISK OF LOSS

5.1 Supplier shall deliver Goods in accordance with the delivery schedule on the Purchase Order. Time is of the essence. 5.2 Title and risk of loss shall pass to Buyer upon delivery at the delivery location specified in the Purchase Order, unless otherwise agreed in writing.

6. INSPECTION AND REJECTION

Buyer shall have the right to inspect Goods and Services upon delivery or completion. Rejected Goods shall be returned at Supplier's expense. Supplier shall promptly, at its expense, replace or correct nonconforming Goods or Services within a commercially reasonable time.

7. WARRANTIES

Supplier warrants that all Goods shall (a) conform to specifications and be free from defects in material and workmanship for a period of from delivery; and (b) be merchantable and fit for their intended purpose. Supplier warrants that Services shall be performed in a professional and workmanlike manner consistent with industry standards.

8. INDEMNIFICATION

Supplier shall indemnify, defend and hold harmless Buyer and its affiliates from and against any and all claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of or resulting from Supplier's breach of this Agreement, negligence, willful misconduct, or infringement of third-party intellectual property rights attributable to the Goods or Services supplied hereunder.

9. LIMITATION OF LIABILITY

Except for liability arising from willful misconduct, gross negligence, infringement, breach of confidentiality, or Supplier's indemnification obligations, neither party shall be liable to the other for consequential, incidental, special or punitive damages. The aggregate liability of each party for claims arising out of or related to this Agreement shall not exceed the total amount paid or payable to Supplier under the applicable Purchase Order giving rise to the claim.

10. CONFIDENTIALITY

Each party shall keep confidential all non-public information disclosed by the other party that is designated confidential or that reasonably should be understood to be confidential given the nature of the information. Confidential information shall not include information that is or becomes publicly available other than by breach of this Agreement, is rightfully obtained from a third party, or is independently developed without use of the other party's confidential information.

11. COMPLIANCE WITH LAW; ETHICS

Supplier shall comply with all applicable laws, rules and regulations in performing under this Agreement, including but not limited to export controls, anti-bribery and labor laws. Supplier represents that it has not offered or given any improper payments or things of value to obtain business under this Agreement.

12. INSURANCE

Supplier shall maintain commercially reasonable insurance coverages appropriate to the nature of the Goods and Services, including general liability and, where applicable, product liability and workers' compensation insurance, with insurers with an A.M. Best rating acceptable to Buyer. Upon request, Supplier shall provide certificates evidencing such insurance.

13. NOTICES

All notices or other communications required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or sent by nationally recognized overnight courier to the addresses below or to such other address as either party may designate by notice to the other.

14. AMENDMENT; WAIVER

No amendment, modification or waiver of any provision of this Agreement shall be effective unless in a writing signed by authorized representatives of both parties. Failure or delay by either party to exercise a right or remedy shall not operate as a waiver of that right.

15. ASSIGNMENT

Neither party may assign this Agreement or any Purchase Order without the prior written consent of the other party, except that Buyer may assign to an affiliate or in connection with a sale of substantially all of its assets without Supplier's consent, provided that the assignee assumes Buyer's obligations hereunder.

16. FORCE MAJEURE

Neither party shall be liable for any delay or failure to perform to the extent caused by events beyond its reasonable control, including acts of God, strikes, governmental action, epidemics, fire or flood. The affected party shall promptly notify the other and use commercially reasonable efforts to resume performance.

17. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to its conflicts of law principles.

18. ENTIRE AGREEMENT

This Agreement, together with all Purchase Orders issued hereunder, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral.

19. SEVERABILITY

If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect, and the parties shall negotiate in good faith to replace the invalid provision with a valid provision that reflects the parties' original intent as closely as possible.

20. 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 transmitted by electronic means shall be binding.

21. SPECIAL TERMS

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