Miscellaneous Parts Template

MISCELLANEOUS PARTS AGREEMENT

This Miscellaneous Parts Agreement (the Agreement) is entered into as of Effective Date: by and between Supplier Name: and Purchaser Name: .

RECITALS

WHEREAS, Supplier is engaged in the business of supplying mechanical and electrical parts suitable for industrial, automotive, and commercial repair and maintenance purposes; and

WHEREAS, Purchaser desires to purchase, and Supplier agrees to supply, certain miscellaneous parts under the terms and conditions set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties agree as follows.

SCOPE OF WORK

Supplier shall supply the parts described below and perform any ancillary services expressly set forth in this Agreement. Supplier warrants that parts delivered will conform to the descriptions and quantities set forth and will be free from defects in material and workmanship under normal use for a period stated herein.

PARTS SCHEDULE

The following table sets forth the initial parts to be supplied. Quantities and unit prices may be adjusted by written change order signed by both parties.

PAYMENT TERMS

The total Contract Price for parts and agreed services is:

Payment schedule is as follows:

TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon providing written notice at least days prior to the intended termination date. Either party may terminate immediately for material breach that remains uncured for more than days after receipt of written notice specifying the breach.

CONFIDENTIALITY

Each party (Recipient) shall treat as confidential all non-public information disclosed by the other party (Discloser) that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Recipient shall not use Confidential Information for any purpose other than performing its obligations under this Agreement and shall not disclose Confidential Information to any third party except to its employees, agents or subcontractors who need the information to perform this Agreement and who are bound by confidentiality obligations no less restrictive than those contained herein.

Confidentiality obligations shall not apply to information that: (a) is or becomes publicly available through no fault of Recipient; (b) is known to Recipient at the time of disclosure without restriction; (c) is independently developed by Recipient without reference to Discloser’s Confidential Information; or (d) is required to be disclosed by law or court order, provided Recipient gives Discloser prompt written notice of such requirement and cooperates with Discloser to seek a protective order or other appropriate remedy.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles. Any disputes arising out of or relating to this Agreement shall be resolved by binding arbitration or litigation as selected by the prevailing-party clause below.

ENTIRE AGREEMENT

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

MISCELLANEOUS PROVISIONS

Neither party shall assign its rights or obligations under this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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