Purchase Tender Agreement

PURCHASE TENDER AGREEMENT

This Purchase Tender Agreement (the Agreement) is made as of between the parties set forth below.

Parties

RECITALS

WHEREAS, Buyer desires to procure certain goods and/or services described in this Agreement and Seller represents that it is willing and able to tender such goods and/or services on the terms set forth herein;

WHEREAS, Seller has prepared and submits a tender to supply the goods and/or perform the services in accordance with the scope and specifications set forth in this Agreement, and Buyer has determined to accept such tender subject to the terms and conditions herein;

WHEREAS, the parties intend that this Agreement define the obligations, delivery and acceptance procedures, payment terms, confidentiality obligations and remedies applicable to the purchase tendered by Seller.

SCOPE OF WORK

Seller will deliver the goods and/or perform the services described below in accordance with the terms of this Agreement. The Scope of Work below constitutes Seller's tender and describes the materials, workmanship, specifications, deliverables and performance standards required by Buyer.

DELIVERY AND ACCEPTANCE

Delivery Location: Delivery Deadline:

Buyer shall inspect delivered goods or completed services within calendar days of delivery. Acceptance shall occur upon written confirmation by Buyer, or upon expiration of the inspection period without written rejection. Rejection must specify nonconformities with reasonable detail.

PAYMENT TERMS

Total Purchase Price:

Deposit Amount (if any): Due Date for Deposit:

Late Payment: Any amount not paid when due shall accrue interest at or the maximum rate permitted by applicable law, whichever is less. Buyer shall be responsible for reasonable collection costs, including legal fees, incurred by Seller to collect overdue amounts.

TERM AND TERMINATION

Term Commencement Date: Term Expiration Date:

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach if such breach is not cured within thirty (30) days after written notice specifying the breach. Termination shall not relieve Buyer of its obligation to pay for conforming goods delivered and accepted prior to termination.

CONFIDENTIALITY

Each party acknowledges that during performance it may receive Confidential Information of the other party. "Confidential Information" means non-public business, technical or financial information disclosed in connection with this Agreement. Each receiving party shall: (a) hold Confidential Information in strict confidence; (b) not disclose it to any third party except to employees, agents or advisors who have a need to know and who are bound by confidentiality obligations; and (c) use it solely to perform obligations under this Agreement. Confidentiality obligations shall continue for years following termination or expiration, except to the extent disclosure is required by law.

WARRANTIES; INDEMNITY

Seller warrants that all goods and services supplied under this Agreement shall conform to the Scope of Work, be free from material defects in workmanship and materials, and comply with applicable laws and industry standards for a period of one year from acceptance unless otherwise specified in the Scope of Work. Seller shall indemnify and hold Buyer harmless from and against third-party claims arising from Seller's negligent acts or willful misconduct in connection with performance of this Agreement, subject to limitations agreed in writing.

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 rules. The parties submit to the exclusive jurisdiction of the courts located in that State for any disputes arising out of or relating to this Agreement.

NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or sent by overnight courier to the addresses below or to such other address as either party designates by notice.

ENTIRE AGREEMENT

This Agreement, including the Scope of Work and any attachments or accepted tenders expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous negotiations, proposals, representations or agreements, whether written or oral. No amendment or modification shall be effective unless in writing and signed by authorized representatives of both parties.

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. Waiver of any breach shall not constitute waiver of any subsequent breach of the same or any other provision.

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