Radio Supply Agreement

RADIO SUPPLY AGREEMENT

Parties

Supplier Name:

Purchaser Name:

Recitals

WHEREAS, Supplier is engaged in the manufacture, sale and distribution of radio communications equipment and related accessories (the Equipment); and

WHEREAS, Purchaser desires to purchase and Supplier desires to sell certain Equipment under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend to set forth their respective rights and obligations concerning supply, delivery, inspection, payment and confidentiality in this Agreement.

Agreement Date and Reference

Effective Date:    Purchase Order No.:

Scope of Work

Supplier shall manufacture, supply and deliver the Equipment described below and perform related services as set forth in this Agreement and any attached purchase orders. Supplier will comply with specifications, quality standards and delivery schedules agreed in writing by the parties.

Equipment Schedule and Pricing

Itemize Equipment to be supplied. Unit prices are exclusive of taxes and shipping unless otherwise stated. Total due is calculated in accordance with accepted purchase orders.

Payment Terms

Purchaser shall pay Supplier the Total Contract Price in accordance with the following schedule and conditions. All amounts payable under this Agreement are payable in cleared funds in the currency specified by the parties.

Late Payment: Any amount not paid when due shall accrue interest at the rate of compounded monthly, and Purchaser shall also be responsible for reasonable collection costs and attorneys' fees incurred by Supplier in collecting past-due amounts.

Delivery, Title and Risk of Loss

Delivery shall be made FOB Supplier's facility unless otherwise agreed in writing. Title to and risk of loss for the Equipment pass to Purchaser upon delivery to the carrier. Supplier shall provide commercial invoices and packing lists with each shipment.

Inspection and Acceptance

Purchaser shall inspect Equipment promptly upon arrival. Purchaser must notify Supplier in writing of any nonconformity within days after delivery. Failure to timely notify shall constitute acceptance of the Equipment.

Warranties

Supplier warrants that the Equipment will conform to the specifications set forth in the Scope of Work and will be free from defects in materials and workmanship for a period of months from the date of delivery. Supplier's sole obligation under this warranty shall be, at Supplier's option, repair or replacement of nonconforming Equipment or refund of the purchase price for such Equipment.

Confidentiality

Each party shall keep confidential and shall not disclose to any third party any nonpublic information disclosed by the other party in connection with this Agreement, including technical, commercial and pricing information ("Confidential Information"), except to those employees, contractors and agents who need access to perform the parties' obligations and who are bound by confidentiality obligations no less protective than those herein. Confidential Information does not include information that is or becomes publicly known through no breach of this Agreement, was known to the receiving party prior to disclosure, or is required to be disclosed by law or order of a court of competent jurisdiction (provided the receiving party gives prompt notice to the disclosing party to seek protective measures).

Term and Termination

Term: This Agreement shall commence on the Effective Date and continue until unless earlier terminated in accordance with this section.

Termination for Cause: Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within days after written notice.

Termination for Convenience: Either party may terminate this Agreement for convenience upon providing days' prior written notice to the other party. In the event of termination, Purchaser shall pay Supplier for all Equipment delivered and reasonable costs incurred in fulfilling accepted orders.

Limitation of Liability

Except for liability arising from willful misconduct or gross negligence, in no event shall either party be liable for incidental, consequential, special or punitive damages. The aggregate liability of Supplier for claims arising out of this Agreement shall not exceed the total amounts paid by Purchaser to Supplier under the applicable purchase order.

Governing Law and Dispute Resolution

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. The parties shall attempt in good faith to resolve disputes promptly through negotiation. If the parties are unable to resolve a dispute, the dispute shall be submitted to binding arbitration in accordance with the arbitration rules agreed by the parties.

Independent Contractors

The parties are independent contractors, and nothing in this Agreement creates an agency, partnership or joint venture between them. Neither party has authority to bind the other party except as expressly provided in this Agreement.

Entire Agreement; Amendments

This Agreement, including all attached purchase orders and exhibits expressly incorporated by reference, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

Notices

Additional Provisions

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