Order Confirmation Draft

ORDER CONFIRMATION DRAFT

Order Confirmation Number:   Date:

Parties

Provider Name:

Purchaser Name:

WHEREAS

WHEREAS, Provider is engaged in the business of supplying goods and/or services as described below and represents that it has the capability and authority to fulfill orders under the terms set forth herein; and

WHEREAS, Purchaser desires to procure the goods and/or services specified in this Order Confirmation Draft and to procure delivery and payment under the terms and conditions contained in this document;

NOW, THEREFORE, Provider and Purchaser agree as follows, and this Order Confirmation Draft shall constitute a binding agreement upon acceptance by signature.

Scope of Work / Order Details

Payment Terms

Total Contract Price:

Unless otherwise agreed in writing, Purchaser shall pay all undisputed invoices in full within the number of days specified above. Provider may suspend performance for overdue amounts after giving five (5) days' written notice. All payments shall be made in United States dollars unless otherwise agreed in writing.

Term and Termination

Agreement Start Date:   Agreement End Date:

Either party may terminate this Agreement for convenience upon giving the notice period specified above. Either party may terminate immediately for material breach that is not cured within fifteen (15) days after written notice of such breach, or immediately for insolvency, appointment of a receiver, or commencement of bankruptcy proceedings by or against the other party.

Confidentiality

Each party shall keep confidential and shall not disclose to any third party any proprietary or confidential information of the other party disclosed in connection with this Order Confirmation Draft, including pricing, technical information, business strategies, and customer information ("Confidential Information"), except as required by law. Confidential Information does not include information that is or becomes publicly available through no breach of this Agreement, independently developed without use of the other's Confidential Information, or rightfully received from a third party without restriction.

The receiving party shall use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care. Obligations of confidentiality shall survive termination of this Agreement for a period of three (3) years, or longer to the extent required by applicable law for trade secrets.

Warranties and Liability

Provider warrants that the goods and services delivered will conform to the specifications set forth in the Scope of Work and will be free from material defects in workmanship and materials for a period of ninety (90) days following delivery, unless a longer period is stated in writing. The sole and exclusive remedy for breach of this warranty shall be repair, replacement, or refund of the purchase price at Provider's option.

EXCEPT FOR THE EXPRESS WARRANTY SET FORTH ABOVE, PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, AND THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY PURCHASER UNDER THIS ORDER CONFIRMATION.

Indemnification

Each party agrees to defend, indemnify and hold harmless the other party from and against any third-party claims arising from its negligence, willful misconduct, or breach of this Agreement, provided that the indemnified party gives prompt written notice of any claim and cooperates in the defense. The indemnifying party shall control the defense and settlement of such claim, provided that no settlement that imposes liability on the indemnified party shall be made without its prior written consent.

Delivery and Title

Unless otherwise agreed, title and risk of loss pass to Purchaser upon delivery to the delivery address. Shipping costs shall be borne by the party set forth in the itemized details or as otherwise agreed in writing.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of:   without regard to conflict of laws principles. The parties shall first attempt to resolve disputes through good faith negotiation. If unresolved within thirty (30) days, disputes shall be resolved by binding arbitration unless otherwise agreed in writing.

Entire Agreement

This Order Confirmation Draft, together with any documents incorporated by reference, constitutes the entire agreement between Provider and Purchaser concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. No amendment or modification shall be binding unless in writing signed by authorized representatives of both parties.

Acceptance

Purchaser's signature below constitutes acceptance of this Order Confirmation Draft and forms a binding agreement between the parties on the terms set forth herein. Any additional or different terms included in Purchaser's purchase order are expressly rejected unless accepted in writing by Provider.

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