Order Agreement Template

ORDER AGREEMENT

Parties and Order Identification

Seller:

Buyer:

Order Number:   Date Issued:

WHEREAS

WHEREAS, Seller is engaged in the business of manufacturing and supplying the goods and/or providing the services described below; and

WHEREAS, Buyer desires to purchase and Seller agrees to sell such goods and/or services under the terms and conditions set forth in this Order Agreement; and

WHEREAS, the parties intend that each individual order issued under this agreement referencing the Order Number above will be governed by the terms hereof.

Scope of Work / Order Details

Description of Goods and/or Services, Delivery, and Acceptance Criteria:

Payment Terms

Payment Terms: Buyer shall pay Seller the Total Order Amount in accordance with the schedule below. All payments shall be in lawful currency of the United States unless otherwise agreed in writing.

Late Payment: Any undisputed amount not paid when due shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, plus reasonable collection costs. Late payment may also suspend Seller's obligations until payment is made.

Term and Termination

Term: This Order Agreement shall commence on the Start Date and remain in effect until the End Date or until the parties have satisfied all obligations under the Order, unless earlier terminated in accordance with this Agreement.

Start Date:

End Date:

Termination for Cause: Either party may terminate this Agreement immediately upon written notice if the other party materially breaches any obligation and fails to cure within the specified notice period for that breach.

Confidentiality

Each party acknowledges that it may receive Confidential Information of the other. "Confidential Information" means non-public information disclosed in connection with this Order that a reasonable person would understand to be confidential. Each party shall: (a) maintain confidentiality using at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (b) use Confidential Information only to perform its obligations under this Agreement; and (c) not disclose Confidential Information to third parties except to representatives who have a need to know and are bound by confidentiality obligations no less protective than those herein. Confidential Information does not include information that is or becomes publicly known through no breach by the receiving party or is independently developed without use of the disclosing party's Confidential Information.

Governing Law and Entire Agreement

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the state specified below without regard to its conflict of laws principles.

Entire Agreement: This Order Agreement, together with any documents incorporated by reference and any individual purchase orders that expressly reference this Agreement, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. No amendment or waiver shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous Provisions

Compliance: Each party shall comply with all applicable laws and regulations in the performance of its obligations under this Agreement. Liability Limitations: Except for liability arising from willful misconduct or gross negligence, each party's total liability to the other in connection with this Agreement shall be limited to direct damages not to exceed the total amount paid or payable under the applicable order giving rise to the claim.

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