Miscellaneous Foundation Sticks

MISCELLANEOUS FOUNDATION STICKS AGREEMENT

This Miscellaneous Foundation Sticks Agreement (the Agreement) is made and entered into as of Effective Date: by and between Provider Name: and Client Name: .

RECITALS

WHEREAS, Provider is engaged in the manufacture, supply and delivery of foundation sticks and related construction fasteners and materials, possessing the experience, equipment and personnel to supply such materials in accordance with industry standards;

WHEREAS, Client desires to purchase and receive delivery of miscellaneous foundation sticks and related services described herein for the project located at Project Location: ; and

WHEREAS, the parties wish to set forth their respective obligations, payment terms, confidentiality obligations and other terms governing the supply of such materials.

SCOPE OF WORK

Provider shall supply, package and deliver miscellaneous foundation sticks in accordance with the specifications and quantities set forth below and shall perform ancillary services necessary for delivery and reasonable on-site coordination.

MATERIALS AND DELIVERABLES

The parties agree the initial order shall include the following itemization. Additional orders shall be governed by the same terms unless otherwise agreed in writing.

PAYMENT TERMS

Client shall pay Provider in consideration for the supply and services as described below. Invoices will be issued in accordance with the schedule and are payable in United States Dollars unless otherwise agreed in writing.

All amounts due which are not paid when due shall accrue interest at the rate specified above and Client shall be responsible for all collection costs, including reasonable attorneys' fees and expenses incurred by Provider in enforcing payment.

TERM AND TERMINATION

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon providing Notice Period (days): days' prior written notice to the other party. Either party may terminate for material breach if such breach is not cured within thirty (30) days after receipt of written notice specifying the breach.

CONFIDENTIALITY

"Confidential Information" means non-public, proprietary information disclosed by one party to the other, including pricing, customer lists, technical specifications and business terms. Receiving party shall (a) hold Confidential Information in strict confidence, (b) use it only to perform its obligations under this Agreement, and (c) not disclose it to third parties except to its employees, contractors or advisors who have a need to know and are bound to maintain confidentiality on terms no less protective than this Agreement.

Confidential Information does not include information that: (i) is or becomes publicly available without breach; (ii) was rightfully known by the receiving party prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed without use of Confidential Information. The obligations of confidentiality shall survive termination of this Agreement for a period of three (3) years.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. The parties consent to the exclusive jurisdiction of the state and federal courts located within the chosen jurisdiction for disputes arising out of or relating to this Agreement.

ENTIRE AGREEMENT

This Agreement, together with any written purchase orders or amendments executed by both parties, constitutes the entire agreement between the parties relating to the subject matter hereof and supersedes all prior and contemporaneous communications, representations and agreements, whether oral or written. No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

Notices required under this Agreement shall be in writing and delivered to the addresses set forth below or as subsequently designated in writing. If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect.

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