Procurement & Sourcing Document

PROCUREMENT & SOURCING AGREEMENT

This Procurement & Sourcing Agreement (the Agreement) is entered into effective as of by and between:

RECITALS

WHEREAS, Client requires procurement of goods and/or services as described in this Agreement and in issued Purchase Orders, and Supplier represents that it is duly qualified and able to provide such goods and services in accordance with the requirements set forth below;

WHEREAS, the parties desire to set forth the terms and conditions under which Supplier will supply, and Client will purchase, the goods and services specified herein and in Purchase Orders issued under this Agreement;

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

SCOPE OF WORK

Supplier shall supply the goods and perform the services in accordance with the specifications, drawings, schedules and other requirements set forth in this Agreement and in individual Purchase Orders. The basic description of goods and services is set forth below; specific quantities, delivery schedules and technical specifications will be established in Purchase Orders issued under this Agreement.

PURCHASE ORDERS AND ITEMIZATION

Each shipment or provision of services shall be authorized by a written Purchase Order issued by Client referencing this Agreement. Purchase Orders shall specify item description, quantity, unit price, delivery location, and required delivery date. In the event of any conflict between a Purchase Order and this Agreement, the terms of this Agreement shall prevail unless explicitly stated otherwise in writing.

PAYMENT TERMS

Client shall pay Supplier the total amount specified in each Purchase Order and as summarized below. All fees are payable in U.S. dollars unless otherwise agreed in writing.

DELIVERY & ACCEPTANCE

Supplier shall deliver goods to the delivery location specified in the Purchase Order by the delivery date. Risk of loss passes upon delivery unless otherwise stated in the Purchase Order. Client shall inspect delivered goods within the acceptance period and may reject nonconforming goods in accordance with the inspection and acceptance procedures set forth below.

TERM AND TERMINATION

This Agreement commences on the Start Date and continues until the End Date unless earlier terminated in accordance with this Section. Either party may terminate this Agreement for material breach if the breaching party fails to cure within the notice period set forth below.

CONFIDENTIALITY

Each party shall treat as confidential all nonpublic information disclosed by the other party in connection with this Agreement ("Confidential Information") and shall not use or disclose such Confidential Information except as necessary to perform obligations under this Agreement. Confidential Information shall not include information that is (a) publicly known through no breach of this Agreement, (b) already known to the receiving party prior to disclosure, or (c) rightfully obtained from a third party without restriction. The obligations of confidentiality shall survive termination for a period of years.

WARRANTIES & INDEMNIFICATION

Supplier warrants that all goods and services supplied under this Agreement shall conform to the specifications, be free from defects in materials and workmanship, and be merchantable for their intended purpose for a period of months from acceptance. Supplier shall, at its expense, promptly repair or replace defective goods or re-perform defective services. Supplier shall indemnify, defend and hold harmless Client from any third-party claims arising out of Supplier's breach, negligence, or willful misconduct.

GOVERNING LAW

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

ENTIRE AGREEMENT

This Agreement, together with any Purchase Orders and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate by written notice. Notices are effective upon receipt.

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