Lumber Supply Agreement

LUMBER SUPPLY AGREEMENT

This Lumber Supply Agreement (Agreement) is entered into as of Effective Date: by and between Supplier Name: and Buyer Name: .

RECITALS

WHEREAS, Supplier manufactures, mills, or otherwise sells lumber, timber products and related materials and has the capacity and licensing necessary to supply such products to Buyer in accordance with the terms of this Agreement; and

WHEREAS, Buyer desires to purchase and receive delivery of lumber products from Supplier pursuant to the specifications, quantities and schedule set forth in this Agreement; and

WHEREAS, the parties wish to set forth the terms and conditions under which Supplier will supply the lumber and Buyer will accept and pay for such lumber.

PARTIES AND CONTACTS

SCOPE OF WORK

Supplier shall manufacture, mill, supply and deliver lumber products conforming to the specifications agreed by the parties and described below. Supplier shall perform supply, packaging and loading services required for shipment in accordance with the delivery terms set out herein.

PAYMENT TERMS

Unit Price per board foot (or unit agreed): Estimated Quantity: Total Estimated Amount: .

Late payment shall accrue interest at the rate of % per month on the outstanding balance, or the maximum rate permitted by law, whichever is less. A minimum late fee of shall apply to each delinquent payment. Buyer shall also reimburse Supplier for reasonable collection costs and attorneys' fees incurred in collecting overdue amounts.

DELIVERY, INSPECTION AND ACCEPTANCE

Buyer shall inspect delivered goods within business days of receipt and shall provide written notice of any non-conformity. Failure to provide timely notice shall constitute acceptance of the delivered goods except for latent defects.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue in effect until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement upon written notice if the other party materially breaches any obligation hereunder and fails to cure such breach within days after receipt of written notice specifying the breach. Either party may terminate for convenience upon days' prior written notice to the other party.

CONFIDENTIALITY

"Confidential Information" means any non-public information disclosed by one party to the other in connection with this Agreement, including pricing, specifications, customer lists, manufacturing processes and technical data. Each receiving party shall: (a) hold Confidential Information in strict confidence using at least the same degree of care as it uses for its own confidential information but no less than reasonable care; (b) not disclose Confidential Information to any third party except to employees, agents or contractors who have a need to know and who are bound by confidentiality obligations no less protective than those herein; and (c) use Confidential Information solely for performance under this Agreement.

Confidentiality obligations shall not apply to information which: (i) is or becomes publicly known through no breach of this Agreement; (ii) was lawfully in the receiving party's possession prior to disclosure; (iii) is rightfully obtained from a third party without an obligation of confidentiality; or (iv) is independently developed without use of the disclosing party's Confidential Information. The obligations under this Section survive termination of this Agreement for a period of three (3) years.

WARRANTIES AND INDEMNITY

Supplier warrants that, at the time of delivery, the goods will materially conform to the agreed specifications and will be free from defects in material and workmanship. Supplier's sole obligation for breach of the foregoing warranty shall be, at Supplier's option, repair or replacement of non-conforming goods or refund of the purchase price for such goods. THE FOREGOING WARRANTIES ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY LAW.

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's breach of this Agreement, negligence or willful misconduct.

MISCELLANEOUS

Notices required under this Agreement shall be in writing and delivered to the addresses provided above or to such other address as a party designates in writing. Notices shall be deemed given when delivered by hand, one business day after deposit with a nationally recognized overnight carrier, or three business days after deposit in the U.S. mail, certified return receipt requested.

Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger, sale of substantially all assets, or change of control; provided that the assigning party remains liable for performance under this Agreement unless otherwise agreed in writing.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of Governing Law: without regard to conflict of law provisions. The parties submit to the exclusive jurisdiction of the courts of such jurisdiction for any dispute arising out of or relating to this Agreement.

ENTIRE AGREEMENT

This Agreement, including all documents incorporated by reference, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, representations and understandings, whether written or oral. Any modification to this Agreement must be in writing and signed by authorized representatives of both parties.

NOTICES

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