Legal PWN Agreement

LEGAL PWN AGREEMENT

This Legal PWN Agreement (the Agreement) is made on this (Effective Date) by and between Payer: , and Payee: .

RECITALS

WHEREAS, Payee delivers goods, services or other deliverables from time to time to Payer and the parties desire a mechanism by which Payer will remit payment following receipt of a formal written notice by Payee (the PWN mechanism); and

WHEREAS, the parties intend by this Agreement to establish the procedural requirements, timing, and remedies associated with payment upon notice, including performance assurances, default remedies and, if applicable, a security interest to secure payment obligations; and

WHEREAS, the parties represent that they have authority to enter into this Agreement and wish to set forth the terms governing payment obligations and notice procedures.

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

1. DEFINITIONS

1.1 "Notice" means a written demand delivered in accordance with Section 10 that specifies the amount claimed, the basis for the claim, and the requested payment date. 1.2 "Business Days" means days other than Saturday, Sunday or federal banking holidays. 1.3 "Payment Amount" means the amount due as specified in a Notice or invoice delivered by Payee.

2. PAYMENT OBLIGATION; PWN PROCEDURE

2.1 Payment Obligation. Subject to the terms of this Agreement, Payer shall pay Payee the Payment Amount within Business Days after receipt of a valid Notice delivered in accordance with Section 10. If parties agree to a standing or recurring amount, the base Payment Amount is: .

2.2 Valid Notice. A Notice is valid only if it (a) is signed by an authorized representative of Payee; (b) identifies the services or goods rendered, applicable invoice or contract reference, and the Payment Amount; and (c) states the mailing or electronic method by which remittance is to be made. Failure to include material information shall render the Notice invalid until corrected.

2.3 Method of Payment. Unless otherwise agreed in a Notice, payments shall be made by wire transfer, electronic funds transfer, or check to the account or address set forth in Section 10. Payer's obligation is discharged upon receipt and unconditional clearance of funds by Payee.

3. SECURITY

3.1 Security Interest. If the parties elect to secure obligations under this Agreement, they shall indicate such election by checking the applicable box and describing collateral below:

Secured Unsecured

4. DEFAULT; REMEDIES

4.1 Default. The occurrence of any of the following constitutes an Event of Default: (a) failure to pay a Payment Amount within Business Days after the due date; (b) insolvency or commencement of bankruptcy proceedings by either party; or (c) material breach of this Agreement that remains uncured following notice and cure period.

4.2 Remedies. Upon Event of Default, the non-defaulting party may (i) accelerate all amounts due; (ii) enforce any security interest granted hereunder; (iii) pursue specific performance or injunctive relief; and (iv) recover reasonable attorneys' fees, collection costs and expenses incurred in enforcing its rights.

4.3 Interest. Amounts not paid when due shall accrue interest at the rate of per annum, or the maximum rate permitted by law, whichever is lower, calculated daily from the due date until paid in full.

5. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants to the other that: (a) it has full corporate or individual power and authority to enter into and perform this Agreement; (b) execution and delivery of this Agreement and the performance of its obligations will not violate any law or agreement binding on such party; and (c) the person signing this Agreement on its behalf is duly authorized to do so.

6. COVENANTS

Each party covenants to perform its obligations in good faith, to provide accurate information in Notices, and not to take actions intended to frustrate the PWN process. Payee shall not issue a Notice for amounts it knows to be disputed without first providing notice of dispute resolution efforts to Payer.

7. CONFIDENTIALITY

All non-public information exchanged in connection with Notices or this Agreement shall be treated as confidential and shall not be disclosed to third parties except as required by law or to enforce rights under this Agreement. Confidential information does not include information that is or becomes publicly available other than through a breach by the receiving party.

8. NOTICES

All notices, consents, requests or other communications required or permitted under this Agreement shall be in writing and delivered by hand, certified mail (return receipt requested), overnight courier, or email followed by hard copy, to the addresses set forth below or such other address as a party may designate by notice given in accordance with this Section. Notice is effective upon receipt.

9. AMENDMENTS; WAIVER

This Agreement may be amended only by a written instrument executed by both parties. No failure or delay by either party in exercising any right shall operate as a waiver of that right, nor shall any single or partial exercise of any right preclude further exercise of that or any other right.

10. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to principles of conflicts of law. The parties submit to the exclusive jurisdiction of the courts located in that state for actions arising out of or relating to this Agreement.

11. ENTIRE AGREEMENT; SEVERABILITY

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, agreements and understandings between them. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect.

12. COUNTERPARTS; EXECUTION

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. A signature transmitted by electronic means shall have the same force and effect as an original signature.

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