Miscellaneous Inter Strap Template

MISCELLANEOUS INTER STRAP AGREEMENT

This Miscellaneous Inter Strap Agreement (the "Agreement") is entered into effective as of , (the "Effective Date"), by and between:

Parties

WHEREAS

WHEREAS, Party A is engaged in the manufacture, supply and maintenance of industrial strapping materials and related fastening systems ("Strap Materials"); and

WHEREAS, Party B requires Strap Materials for packaging, bundling or internal use and desires to obtain such materials and related services from Party A under the terms set forth in this Agreement; and

WHEREAS, Party A and Party B wish to set forth the scope, payment, confidentiality and other commercial terms governing Party A's provision of Strap Materials and related services to Party B.

Scope of Work

Party A shall supply and, where applicable, install or deliver Strap Materials and provide associated services in accordance with the specifications and quantities described below. Party A will furnish materials that conform to the agreed specifications and reasonable industry standards.

Payment Terms

In consideration for the goods and services provided by Party A, Party B shall pay Party A in accordance with the following terms:

All invoices are payable in the currency agreed above. If Party B disputes any portion of an invoice, Party B must notify Party A in writing within days of receipt; undisputed amounts remain payable when due.

Term and Termination

This Agreement shall commence on the Effective Date and, unless earlier terminated in accordance with this Agreement, shall continue until the completion of the Scope of Work or until , .

Either party may terminate this Agreement for convenience upon prior written notice of days to the other party. Either party may terminate immediately for material breach that is not cured within days after written notice of such breach, or immediately upon insolvency or cessation of business by the other party.

Confidentiality

Each party (the "Receiving Party") shall keep confidential and shall not disclose to any third party any proprietary or confidential information of the other party (the "Disclosing Party") received in connection with this Agreement. Confidential information excludes information that is (a) publicly known other than by breach of this Agreement; (b) rightfully received from a third party without obligation of confidentiality; or (c) independently developed by the Receiving Party without use of the Disclosing Party's confidential information.

The obligations set forth in this section shall remain in force for years following termination or expiration of this Agreement.

Representations, Warranties and Limitations

Each party represents that it has full power and authority to enter into this Agreement. Party A warrants that Strap Materials supplied under this Agreement will materially conform to the specifications described in the Scope of Work for a period of months from delivery. Party A's sole obligation for breach of this warranty shall be, at Party A's option, repair or replacement of nonconforming goods or refund of the applicable portion of the purchase price, provided Party B gives prompt written notice of the defect.

Except for the express warranty above, all other warranties, whether express or implied, are disclaimed to the fullest extent permitted by law. Neither party shall be liable to the other for indirect, incidental, special or consequential damages arising out of this Agreement, and aggregate liability shall not exceed the amounts actually paid by Party B to Party A under this Agreement.

Indemnification

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

Force Majeure

Neither party shall be liable for failure or delay in performance caused by events beyond its reasonable control, including acts of God, fire, flood, strike, embargo, pandemic, governmental order or shortage of materials. The affected party shall provide prompt written notice to the other party and shall use commercially reasonable efforts to resume performance.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as a party may designate in writing. Notices shall be deemed given when delivered personally, by certified mail, or by nationally recognized overnight courier.

Governing Law; Entire Agreement

This Agreement shall be governed by and construed in accordance with the laws of without regard to its choice of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for any dispute arising under or relating to this Agreement.

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and understandings, whether written or oral. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties are independent contractors and nothing in this Agreement creates a partnership, joint venture, or employment relationship. Any waiver must be in writing to be effective.

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