Legal Signed Order Form

LEGAL SIGNED ORDER FORM

This Legal Signed Order Form (the Order) is entered into as of Date: by and between Client Name: with address: and Provider Name: with address: (each a Party and together the Parties).

RECITALS

WHEREAS, Client requires certain goods and/or services and desires to procure such goods and/or services from Provider on the terms set forth herein; and

WHEREAS, Provider represents that it has the capability, expertise, and capacity to perform and deliver the goods and/or services described in this Order; and

WHEREAS, the Parties desire to reduce to writing the terms under which Provider will supply the ordered goods and/or services to Client.

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

1. DEFINITIONS

1.1 "Order" means this Legal Signed Order Form, including exhibits and attachments expressly incorporated by reference. "Goods" and "Services" mean the items and work described in Section 2 below. Capitalized terms not otherwise defined have the meanings given to them elsewhere in this Order.

2. SALE, DESCRIPTION, AND QUANTITY

2.1 Provider shall supply the Goods and/or perform the Services as described below. Purchase Order Number:

3. PRICE, INVOICE, AND PAYMENT

3.1 The prices for the Goods and Services are set forth above and are exclusive of taxes unless otherwise indicated. Provider shall invoice Client upon shipment or completion of the Services. Unless otherwise agreed in writing, Client shall pay undisputed amounts within days of invoice receipt.

3.2 Any undisputed late payments shall accrue interest at a rate of per month or the maximum permitted by law, whichever is lower.

4. DELIVERY, TITLE, AND RISK OF LOSS

4.1 Delivery Location: . Delivery Date or Schedule: .

4.2 Title and risk of loss shall pass to Client upon Provider's delivery to the Delivery Location, except as otherwise expressly agreed in writing.

5. ACCEPTANCE

5.1 Client shall have days from delivery or completion to inspect and accept or reject the Goods or Services for nonconformance. Failure to timely reject shall constitute acceptance.

6. WARRANTIES; REMEDIES

6.1 Provider warrants that the Goods and Services shall conform to the specifications set forth in this Order and shall be free from material defects in workmanship and materials for a period of from acceptance.

6.2 Client's exclusive remedies for breach of the foregoing warranty shall be, at Provider's election, repair or replacement of the nonconforming Goods or reperformance of nonconforming Services, or refund of the purchase price for such nonconforming items, provided that Provider shall be given a reasonable opportunity to cure.

7. LIMITATION OF LIABILITY

7.1 Except for damages arising from Provider's gross negligence, willful misconduct, or infringement of third-party intellectual property rights, neither Party shall be liable to the other for incidental, consequential, special or punitive damages, and aggregate liability shall not exceed the total amounts paid or payable under this Order in the twelve (12) months preceding the claim.

8. CONFIDENTIALITY

8.1 Each Party shall treat as confidential all non-public information disclosed by the other Party in connection with this Order and shall not disclose such information except to employees and contractors who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein.

9. TERM AND TERMINATION

9.1 This Order shall commence on the date first set forth above and continue until completion of the obligations or earlier termination as provided herein. Either Party may terminate this Order for material breach by the other Party if such breach remains uncured for days after written notice of breach.

10. NOTICES

10.1 All notices required or permitted hereunder shall be in writing and shall be delivered to the addresses below or to such other address as a Party may designate by notice in accordance with this Section.

11. AMENDMENT; WAIVER; COUNTERPARTS

11.1 No amendment to this Order shall be effective unless in writing and signed by authorized representatives of both Parties. No waiver of any term, condition, or breach shall be effective unless in writing and signed by the waiving Party.

11.2 This Order may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

12. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

12.1 Governing Law: This Order shall be governed by and construed in accordance with the laws of the jurisdiction of without regard to conflict of law principles.

12.2 Entire Agreement: This Order constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral.

12.3 Severability: If any provision of this Order is held invalid or unenforceable, such provision shall be reformed to the extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect.

13. MISCELLANEOUS

13.1 Assignment: Neither Party may assign this Order without the prior written consent of the other Party, except that either Party may assign this Order in connection with a merger or sale of substantially all of its assets.

13.2 Relationship of Parties: The Parties are independent contractors. Nothing in this Order creates a partnership, joint venture, agency, or employment relationship.

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