Provision of Hygiene Kits Template

PROVISION OF HYGIENE KITS AGREEMENT

This Provision of Hygiene Kits Agreement (the Agreement) is entered into as of between Provider Name: and Recipient Name: (each a Party and together the Parties).

WHEREAS

WHEREAS, Provider is engaged in the manufacture, procurement and distribution of personal hygiene kits suitable for distribution to end recipients, and has the facilities and expertise to supply such kits in accordance with the specifications set forth in this Agreement;

WHEREAS, Recipient requires delivery of hygiene kits for distribution and desires to procure such kits from Provider under the terms and conditions set forth herein; and

WHEREAS, the Parties wish to set forth their respective rights and obligations regarding scope, delivery, payment, confidentiality and termination.

SCOPE OF WORK

Provider shall prepare, package and deliver hygiene kits that conform to the specifications stated below and perform related services as described in this Section. Provider shall supply kits in quantities, at locations and on delivery dates agreed in writing by the Parties.

PAYMENT TERMS

Recipient shall pay Provider for the goods and services provided under this Agreement in accordance with the following terms. All payments shall be made in cleared funds and in the currency agreed by the Parties.

TERM AND TERMINATION

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

Start Date: End Date:

Either Party may terminate this Agreement for convenience upon written notice to the other Party given at least days in advance. Either Party may terminate immediately for material breach if such breach is not cured within thirty (30) days after written notice of breach.

Upon termination, Recipient shall pay Provider for all kits delivered and accepted and for work-in-progress reasonably incurred to the date of termination. Provider shall use commercially reasonable efforts to mitigate costs upon receipt of a termination notice.

CONFIDENTIALITY

The Parties acknowledge that in connection with this Agreement each may receive Confidential Information of the other Party. "Confidential Information" means non-public, proprietary or business information that is disclosed in any form and identified as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.

Each Party agrees to (a) use Confidential Information solely for performance under this Agreement; (b) restrict disclosure to its employees, contractors and agents with a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) protect Confidential Information with at least the same degree of care used to protect its own confidential information, but in no event less than reasonable care.

Confidential Information does 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; (iii) is independently developed without use of Confidential Information; or (iv) is required to be disclosed by law, provided the disclosing Party gives prompt written notice to the other Party and cooperates to seek protective measures.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the following jurisdiction, without regard to conflict of laws principles:

WARRANTIES; INDEMNITY

Provider warrants that kits supplied under this Agreement will materially conform to the specifications set forth in the Scope of Work and will be free from material defects in workmanship at the time of delivery. Except as expressly set forth in this Agreement, Provider disclaims all other warranties, express or implied, including merchantability and fitness for a particular purpose.

Each Party shall indemnify, defend and hold harmless the other Party from and against any third-party claims arising from its negligent acts or willful misconduct in performance of this Agreement, subject to any limitations of liability agreed by the Parties.

ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the Parties with respect to the provision of hygiene kits and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties.

NOTICES

All notices, requests, demands and other communications required or permitted hereunder shall be in writing and delivered to the addresses below (or to such other address as a Party may specify in writing), and shall be deemed given when delivered personally, by nationally recognized courier or by certified mail, return receipt requested.

MISCELLANEOUS

Neither Party may assign this Agreement without the prior written consent of the other Party, except that Provider may assign to a successor in connection with a merger or sale of substantially all its assets provided that such successor assumes Provider's obligations hereunder. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect.

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