Partnership Post Order Form

Partnership Post Order Form

Partnership Name:

Ordering Party:    Supplier:

Recitals (Whereas)

WHEREAS, the parties established the partnership named above on or about ;

WHEREAS, the ordering party now wishes to place a post-order request for goods and/or services described herein, and the supplier is willing to fulfill such request under the terms set forth in this Partnership Post Order Form;

WHEREAS, the parties desire to set forth the scope, payment, term, confidentiality and other terms governing this post-order arrangement.

Order Details

Itemized Post-Order Items

Quantity:    Unit Price:    Line Total:

Quantity:    Unit Price:    Line Total:

Quantity:    Unit Price:    Line Total:

Scope of Work

The supplier shall provide the goods and/or perform the services described in Itemized Post-Order Items and Delivery Instructions above. The Scope of Work includes necessary labor, materials, equipment, supervision and project management reasonably required to fulfill the order in accordance with industry standards, applicable law, and the schedule set forth below.

Payment Terms

The ordering party shall pay the supplier the total amount set forth in Order Total in accordance with the following schedule and conditions. All payments are due in U.S. dollars unless otherwise agreed in writing.

Late payments will incur a late fee as specified below. The supplier may suspend performance for payments overdue by more than the notice period set forth in Term and Termination, provided the supplier gives written notice of intent to suspend and a ten (10) day opportunity to cure.

Term and Termination

This Post Order Form commences on and shall continue until unless earlier terminated in accordance with this section.

Confidentiality

Each party (the "Recipient") shall maintain in strict confidence all confidential or proprietary information disclosed by the other party (the "Discloser") in connection with this Post Order Form, including business plans, pricing, technical data, customer lists and other non-public information ("Confidential Information"). Recipient shall not disclose Confidential Information to any third party except to employees or agents who have a need to know and who are bound by confidentiality obligations no less protective than those herein. Confidential Information shall not include information that (i) is or becomes publicly known through no breach of this agreement; (ii) is rightfully received from a third party without restriction; or (iii) is independently developed without reference to the Discloser's Confidential Information.

Upon termination or expiration, Recipient shall promptly return or destroy all Confidential Information and certify in writing the destruction or return. The obligations of confidentiality shall survive termination for a period of three (3) years, except that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law.

Governing Law

This Post Order Form shall be governed by and construed in accordance with the laws of without regard to its conflicts of laws principles. The parties submit to the exclusive jurisdiction of the courts located in the selected jurisdiction for disputes arising under this Post Order Form.

Entire Agreement

This Post Order Form, together with any attached purchase orders or exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and communications, whether written or oral. No amendment or modification shall be binding unless in writing and signed by authorized representatives of both parties.

Representations and Certifications

Each party represents and warrants that it has full power and authority to enter into this Post Order Form and that the person signing below on its behalf is duly authorized to bind such party to the obligations herein.

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