Miscellaneous Hammer Template

MISCELLANEOUS HAMMER TEMPLATE

This General Business Agreement (the "Agreement") is entered into as of Effective Date: by and between the parties set forth below.

Parties

Recitals

WHEREAS, Party A is engaged in the business of manufacturing, supplying or performing services related to industrial hand tools and related equipment, including the product or service identified as (the "Hammer Product");

WHEREAS, Party B desires to procure the Hammer Product and/or services described herein and Party A is willing to provide such product and services under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend for this Agreement to define the scope, payment, confidentiality, term, termination, and other obligations of each party with respect to the Hammer Product and related services.

Scope of Work

Party A shall provide the Hammer Product and perform the services described below. The scope described herein constitutes the work to be performed under this Agreement.

Payment Terms

Compensation: Party B shall pay Party A a total fee of $ for the Scope of Work described above, subject to adjustments for agreed change orders.

Late Payment: Any undisputed amount not paid within days of its invoice date shall accrue interest at a rate of percent per month (or the maximum lawful rate, if less). In addition, Party A shall be entitled to recover reasonable collection costs, including attorneys' fees.

Term and Termination

Term: This Agreement commences on Start Date: and shall continue until End Date: unless earlier terminated as provided herein.

Termination for Convenience: Either party may terminate this Agreement for convenience upon giving not less than days' prior written notice to the other party.

Termination for Cause: Either party may terminate this Agreement immediately upon written notice if the other party (a) materially breaches any material provision of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach, or (b) becomes insolvent or subject to bankruptcy proceedings. Upon termination, Party B shall pay Party A for all undisputed work performed and reasonable, documented costs incurred through the effective date of termination.

Confidentiality

Each party (the "Receiving Party") agrees to hold in strict confidence all Confidential Information disclosed by the other party (the "Disclosing Party") and to use such information solely for performance under this Agreement. "Confidential Information" includes business, technical and financial information, trade secrets, designs, specifications, pricing and customer data, whether oral, written or electronic, that is designated as confidential or that reasonably should be understood to be confidential. The Receiving Party shall protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

Exceptions: Confidential Information does not include information that is or becomes generally available to the public through no fault of the Receiving Party, is lawfully obtained from a third party without restriction, or is independently developed without reference to the Disclosing Party's Confidential Information. The Receiving Party may disclose Confidential Information to the extent required by law or a valid order of a court or governmental body, provided it gives prompt written notice to the Disclosing Party and cooperates in any available protective measures.

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 law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for any disputes arising under this Agreement.

Representations, Indemnity and Limitation

Each party represents that it has the full corporate power and authority to enter into this Agreement. Party A represents that the Hammer Product will materially conform to the specifications set forth in the Scope of Work. Each party agrees to indemnify and hold harmless the other against claims arising from its own negligent acts or willful misconduct. EXCEPT FOR WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES.

Notices

All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and delivered to the addresses set forth in the Parties section, addressed to the contact person indicated, and shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or sent by nationally recognized overnight courier.

Entire Agreement

This Agreement, including the Scope of Work and payment terms hereto, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior negotiations, proposals, agreements, and understandings, whether written or oral. No amendment or modification of this Agreement shall be binding unless executed in writing by authorized representatives of both parties.

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect and the parties shall negotiate in good faith to replace the invalid or unenforceable provision with a valid provision that achieves, to the extent possible, the original economic, legal and commercial objectives.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives.

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