Miscellaneous Nitrous Special

MISCELLANEOUS NITROUS SPECIAL

This Miscellaneous Nitrous Special Agreement ("Agreement") is entered into as of between Client Name: with principal place of business at , and Supplier Name: .

RECITALS

WHEREAS, Supplier is engaged in the sale, handling and delivery of nitrous oxide and related equipment and possesses the personnel, expertise, and licenses necessary to provide such goods and services in a safe and lawful manner; and

WHEREAS, Client desires to purchase from Supplier and Supplier agrees to provide nitrous oxide product(s) and associated services on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend by this Agreement to set forth their respective rights and obligations relating to delivery, handling, payment, safety, confidentiality and compliance.

PARTY CONTACTS

SCOPE OF WORK

Supplier shall supply, deliver and, where agreed, install or assist in the handling of nitrous oxide product(s) and related equipment as described below. Supplier's obligations shall include delivery to the agreed delivery point, provision of safety data sheets (SDS), and training or instructions reasonably necessary for safe handling and storage.

PAYMENT TERMS

Total Consideration: $

Payment Schedule:

On delivery / acceptance

Net 30 days from invoice date

Milestone payments (describe)

Late Payment: If any undisputed amount is not paid when due, Client shall pay a late fee of or interest at , whichever is greater.

TERM AND TERMINATION

Term Commencement Date:    Term Expiration Date:

Either party may terminate this Agreement for convenience upon written notice to the other party delivered not less than days prior to the intended termination date.

Either party may terminate immediately for cause upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other, including technical data, safety protocols, pricing, customer lists, formulae, trade secrets and other proprietary information. The receiving party shall: (a) hold Confidential Information in strict confidence; (b) use Confidential Information only for performance under this Agreement; and (c) not disclose Confidential Information to third parties except to its employees, contractors or advisors who have a need to know and who are bound by obligations of confidentiality at least as protective as those in this Agreement.

Confidential Information does not include information that is (i) already known to the receiving party without obligation of confidentiality, (ii) becomes publicly available other than by breach of this Agreement, (iii) is lawfully received from a third party without restriction, or (iv) is independently developed without use of the disclosing party's Confidential Information.

SAFETY, COMPLIANCE AND INSURANCE

Supplier shall deliver appropriate safety data sheets and handling instructions at or prior to delivery. Supplier warrants that all products supplied under this Agreement will be labeled and packaged in accordance with applicable law and industry safety standards. Client will provide safe storage and will not repackage nitrous oxide in a manner inconsistent with Supplier's instructions.

Compliance: Each party shall comply with all applicable laws, rules and regulations governing the sale, transport, storage and use of nitrous oxide, and shall maintain all licenses, permits and registrations required for its performance hereunder.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Indemnification: Each party (Indemnitor) shall indemnify, defend and hold harmless the other party (Indemnitee) from and against all third-party claims, liabilities, losses, costs and expenses (including reasonable attorneys' fees) arising out of the Indemnitor's negligence, willful misconduct, breach of this Agreement, or failure to comply with applicable law in connection with the handling, storage or transport of nitrous oxide.

Limitation of Liability: Except for liability arising from a party's gross negligence, willful misconduct, breach of confidentiality or indemnity obligations, neither party shall be liable for incidental, consequential or punitive damages. The aggregate liability of either party for direct damages arising out of or in connection with this Agreement shall not exceed the total amount paid or payable to Supplier under this Agreement during the twelve (12) months preceding the event giving rise to the claim.

MISCELLANEOUS

Assignment: Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, except to a successor in interest in connection with a merger or sale of substantially all of the assigning party's assets.

Notices: All notices under this Agreement shall be in writing and delivered to the contact information provided in this Agreement and shall be effective upon receipt.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of , without regard to its conflicts of law principles.

ENTIRE AGREEMENT

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

SPECIAL CONDITIONS

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