Order Merge Template

ORDER MERGE TEMPLATE

Effective Date:

Parties

Recitals

WHEREAS, Party A and Party B each receive customer purchase orders, sales orders, or other order instruments (collectively, Orders) and desire to consolidate and administer certain Orders for operational efficiency and centralized fulfillment under the terms set forth herein;

WHEREAS, the parties intend that certain Orders identified for consolidation shall be merged into a single administrable Order set, maintaining essential order data and preserving applicable commercial terms as agreed in this Agreement;

WHEREAS, the parties wish to define scope, payment, allocation of liabilities, confidentiality, and governing law applicable to the merged Orders.

Scope of Work

1. Consolidation Process: Party A and Party B shall identify Orders to be merged by mutual written instruction. The merge shall include order identifiers, line-item detail, pricing as agreed, ship-to and bill-to information, and applicable delivery schedules. Any change to price or delivery resulting from the merge must be documented and signed by authorized representatives.

Payment Terms

1. Merge Fee: For consolidation services provided under this Agreement, the responsible party shall pay the Merge Fee set forth below. Unless otherwise agreed in writing, Party B shall invoice Party A for the Merge Fee.

2. Late Payment: Any unpaid amount not received within days after the invoice due date shall accrue interest at a rate of or the maximum rate permitted by law, whichever is less.

3. Allocation of Consideration: Where merged Orders include items priced differently across original Orders, the parties will allocate payments and credits according to an agreed allocation schedule attached to each merged Order confirmation.

Term and Termination

This Agreement commences on Start Date and, unless earlier terminated in accordance with this Section, continues until End Date.

Start Date:     End Date:

Either party may terminate this Agreement for convenience upon written notice delivered not less than days prior to the effective termination date. A party may terminate for material breach if the other party fails to cure such breach within thirty (30) days after written notice.

Upon termination, the parties remain responsible for obligations accrued prior to the effective date of termination, including payment for consolidated services rendered and costs reasonably incurred to effect an orderly wind-down of merged Orders.

Confidentiality

Each party acknowledges that during performance of this Agreement it will receive Confidential Information of the other party. "Confidential Information" includes pricing, customer lists, order data, technical specifications, business processes and other information reasonably designated as confidential. Each party agrees: (a) not to disclose Confidential Information to any third party except as necessary to perform this Agreement and subject to confidentiality obligations at least as protective as those herein; (b) to use Confidential Information only for purposes of performing under this Agreement; and (c) to take reasonable measures to protect Confidential Information from unauthorized disclosure. Confidentiality obligations shall survive termination for a period of three (3) years, or longer as required for trade secrets under applicable law.

Representations, Warranties and Indemnification

Each party represents and warrants that it has full corporate power and authority to enter into this Agreement and to perform its obligations. Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising from the indemnifying party's gross negligence, willful misconduct or breach of its representations and warranties under this Agreement.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict-of-law principles.

Entire Agreement; Amendment

This Agreement, including any exhibits or schedules executed by the parties, 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 written or oral. No amendment or modification shall be effective unless in writing and signed by authorized representatives of both parties.

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 by merger or sale of substantially all assets.

Notices: All notices required or permitted shall be in writing and sent to the primary contact addresses set forth above, and shall be deemed given upon receipt.

Execution

The parties have executed this Order Merge Agreement by their duly authorized representatives as of the Effective Date set forth above.

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