Order Note Template

ORDER NOTE AGREEMENT

This Order Note Agreement (the Agreement) is entered into as of by and between (Seller) and (Buyer).

WHEREAS

WHEREAS, Seller is engaged in the business of supplying goods and/or services and has agreed to accept certain orders from Buyer under the terms set forth herein;

WHEREAS, Buyer desires to place and Seller desires to accept orders for specified goods and/or services pursuant to this Order Note to document the obligations, pricing, delivery and payment terms applicable to each order;

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

PARTIES & CONTACT INFORMATION

ORDER DETAILS

Order Number:    Order Date:    Buyer PO Ref:

The following goods and/or services are ordered under this Order Note. Quantities, unit prices and line totals shall govern unless otherwise agreed in writing.

Additional lines may be attached to this Order Note and incorporated by reference if signed by authorized representatives of both parties.

SCOPE OF WORK

PAYMENT TERMS

Total Amount Due:

Late Payment Fee:

All payments shall be made in lawful currency of the jurisdiction specified in Governing Law and are due in accordance with the Payment Schedule. Buyer shall be liable for reasonable costs of collection for delinquent amounts.

TERM AND TERMINATION

Commencement Date:    Termination Date:

Either party may terminate this Order Note for material breach that remains uncured for days after written notice specifying the breach. Termination shall not relieve Buyer of obligation to pay for goods or services delivered prior to termination.

CONFIDENTIALITY

Each party acknowledges that during performance under this Order Note it may receive Confidential Information of the other party. Confidential Information means non-public information disclosed in connection with the Order Note that is designated confidential or that reasonably should be understood to be confidential. Each party shall: (a) restrict disclosure of Confidential Information to employees or agents with a need to know; (b) use Confidential Information solely for the purposes of fulfilling obligations under this Order Note; and (c) take reasonable steps to protect the disclosing party’s Confidential Information from unauthorized use or disclosure. Confidential Information does not include information that is or becomes publicly available through no fault of the receiving party or was rightfully received from a third party without restriction.

Acknowledgement: I acknowledge the confidentiality obligations set forth above.

GOVERNING LAW

This Order Note shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. Exclusive venue for any dispute arising under this Order Note shall be the state or federal courts located in that jurisdiction.

ENTIRE AGREEMENT

This Order Note, together with any attachments, exhibits or written purchase orders executed by authorized representatives of both parties, constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings, whether oral or written. No amendment or modification shall be effective unless in writing and signed by authorized representatives of both parties.

NOTICES

All notices required or permitted under this Order Note shall be in writing and sent to the addresses and contacts provided above or to such other address as either party may designate in writing.

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