Procurement Agreement

Procurement Agreement

This Procurement Agreement (the Agreement) is entered into as of Effective Date: by and between Purchaser Name: , Purchaser Address: and Supplier Name: , Supplier Address: .

RECITALS

WHEREAS, Purchaser requires the procurement of certain goods and/or services described in the Specifications and Purchase Orders referenced below; and

WHEREAS, Supplier represents that it is duly qualified and equipped to design, manufacture, supply and deliver such goods and/or services in accordance with the Specifications and the terms of this Agreement; and

WHEREAS, the parties desire to set forth the terms and conditions under which Purchaser will purchase and Supplier will supply the goods and/or services.

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

1. DEFINITIONS

1.1 "Goods" means the tangible products described in the Specifications. 1.2 "Services" means the services described in a Purchase Order or the Specifications. 1.3 "Purchase Order" means any written order issued by Purchaser to Supplier specifying quantity, price, delivery schedule and other particulars. 1.4 "Specifications" means the description, drawings, quality requirements and acceptance criteria for the Goods and Services as set forth in Schedule A:

2. PURCHASE ORDERS; ACCEPTANCE

2.1 All purchases of Goods and Services shall be made by issuance of a Purchase Order by Purchaser. Purchase Orders shall reference this Agreement. Supplier must accept or reject a Purchase Order in writing within days of receipt. Failure to timely reject constitutes acceptance.

2.2 No modification to a Purchase Order shall be effective unless agreed in writing by authorized representatives of both parties.

3. PRICE AND PAYMENT

3.1 Purchase price for the Goods and Services shall be as set forth in the applicable Purchase Order. Prices are firm and not subject to change without Purchaser's prior written consent. 3.2 Invoices shall reference the Purchase Order number and be submitted to Invoice Address: . 3.3 Unless otherwise agreed in writing, Purchaser shall pay undisputed invoices within days following receipt of a correct invoice and acceptance of Goods.

4. DELIVERY; TITLE; RISK OF LOSS

4.1 Supplier shall deliver Goods DDP (Incoterms) to Delivery Location: on or before the delivery dates set out in the Purchase Order. 4.2 Title and risk of loss shall remain with Supplier until acceptance by Purchaser in accordance with Section 5, except as otherwise agreed in writing.

5. INSPECTION AND ACCEPTANCE

Purchaser shall have the right to inspect Goods and Services upon delivery and may reject nonconforming Goods. Rejected Goods shall be returned at Supplier's expense and Supplier shall promptly repair or replace such Goods at Supplier's cost. Final acceptance shall occur when Purchaser gives written acceptance or fails to provide rejection notice within days after inspection.

6. WARRANTIES

Supplier warrants that (a) all Goods and Services will conform to the Specifications and be free from defects in materials and workmanship for a period of months from acceptance; (b) Supplier has good title to Goods free of liens; and (c) Supplier will perform Services in a professional manner in accordance with industry standards. These warranties are in addition to any statutory remedies.

7. INDEMNIFICATION

Supplier shall indemnify, defend and hold harmless Purchaser and its affiliates from and against any third-party claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of (a) Supplier's breach of this Agreement, (b) defects in Goods or Services, or (c) allegations that Goods or Services infringe any intellectual property right, except to the extent such claims arise solely from Purchaser's specifications or use.

8. INSURANCE

Supplier shall maintain insurance coverage appropriate to the scope of work, including commercial general liability, products liability and, where applicable, professional liability and workers' compensation. Upon request, Supplier shall provide certificates evidencing such coverage.

9. CONFIDENTIALITY

Each party shall keep confidential all non-public information disclosed by the other party marked or reasonably understood to be confidential. Confidential information shall not be used except to perform obligations under this Agreement and shall not be disclosed except as required by law or with prior written consent.

10. COMPLIANCE WITH LAWS

Supplier warrants compliance with all applicable laws, rules and regulations in the performance of this Agreement, including export controls, anti-bribery and employment laws. Supplier shall maintain records and provide certifications upon reasonable request.

11. FORCE MAJEURE

Neither party shall be liable for delay or failure to perform to the extent caused by events beyond its reasonable control, provided the affected party promptly notifies the other and uses commercially reasonable efforts to resume performance.

12. TERM AND TERMINATION

This Agreement commences on the Effective Date and shall continue until terminated by either party for convenience upon days' prior written notice, or immediately for cause upon material breach that is not cured within days after written notice.

13. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT, GROSS NEGLIGENCE, INDEMNIFICATION OBLIGATIONS OR BODILY INJURY/DEATH, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, EXEMPLARY OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EACH PARTY ARISING FROM OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY PURCHASER TO SUPPLIER UNDER THE APPLICABLE PURCHASE ORDER IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

14. INTELLECTUAL PROPERTY

Supplier grants Purchaser a nonexclusive, perpetual, royalty-free license to any Supplier intellectual property necessarily embodied in the Goods for Purchaser's internal use. Supplier shall not use Purchaser's trademarks, trade names or confidential information without Purchaser's prior written consent.

15. NOTICES

All notices shall be in writing and delivered to the addresses below by hand, certified mail, or courier and shall be effective upon receipt.

16. AMENDMENT; WAIVER

Any amendment to this Agreement shall be in writing and signed by authorized representatives of both parties. Failure to exercise a right shall not constitute a waiver unless in writing and signed by the waiving party.

17. SEVERABILITY

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and the parties shall negotiate in good faith a valid provision that most closely effects the parties' original intent.

18. 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.

19. ENTIRE AGREEMENT; COUNTERPARTS

This Agreement, together with all Purchase Orders and the Specifications expressly incorporated herein, constitutes the entire agreement between the parties and supersedes all prior negotiations and understandings. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together constitute one and the same instrument.

20. ADDITIONAL PROVISIONS

20.1 Survival: Provisions that by their nature survive termination shall survive. 20.2 Remedies: Remedies are cumulative and not exclusive. 20.3 Subcontracting: Supplier shall not subcontract material obligations without Purchaser's prior written consent.

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