School Supplies Agreement Form

SCHOOL SUPPLIES AGREEMENT FORM

Effective Date:

Parties

Recitals

WHEREAS, Purchasing Entity: requires certain school supplies for use by students and staff in its educational programs; and

WHEREAS, Supplier: represents that it is duly qualified and equipped to supply, deliver and warrant such supplies under the terms set forth in this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations regarding procurement, delivery, acceptance and payment for the school supplies described herein.

Scope of Work

Supplier shall furnish, package and deliver the school supplies listed and described below, and shall provide any associated labeling, instruction material and packing slips required for acceptance. Supplier shall comply with applicable safety standards and any specifications provided by Purchasing Entity.

Delivery and Acceptance

Delivery Location:

Estimated Delivery Date:    Inspection Period (days):

Payment Terms

Total Contract Price: $

Payment Terms: Invoices are payable net days from invoice date unless otherwise agreed in writing. Invoices shall reference purchase order numbers and be accompanied by delivery receipts where applicable.

Late Payment Fee: A late fee of % per month (or the maximum permitted by law, if less) will accrue on overdue amounts after a grace period of days.

Taxes: Supplier acknowledges that prices do not include applicable sales or use taxes unless otherwise stated. Responsibility for taxes:

Term and Termination

Term Commencement Date:    Term Expiration Date:

Either party may terminate this Agreement for convenience upon written notice of days to the other party. Either party may terminate immediately for material breach if the breaching party fails to cure within days after written notice of breach. Termination shall not relieve Purchasing Entity of payment obligations for supplies accepted prior to termination.

Confidentiality

Each party (a "Receiving Party") may receive Confidential Information of the other party (a "Disclosing Party"). Confidential Information includes pricing, non-public specifications, student information, business processes and any other information marked or reasonably understood to be confidential. Receiving Party shall: (a) hold Confidential Information in strict confidence; (b) use it solely to perform obligations under this Agreement; and (c) not disclose it to third parties except to employees or contractors bound by confidentiality obligations. Confidentiality obligations shall survive termination for a period of three (3) years, except for trade secrets which shall be protected for as long as they remain trade secrets under applicable law.

Exceptions: Confidential Information does not include information that is (i) publicly known through no breach; (ii) independently developed without use of the Disclosing Party's Confidential Information; or (iii) rightfully obtained from a third party without restriction.

Warranties and Indemnification

Supplier warrants that all supplies furnished shall conform to the specifications set forth in this Agreement, be free from defects in material and workmanship for a period of months from acceptance, and be fit for their intended educational purpose. Supplier shall, at its option and expense, repair or replace nonconforming items promptly after notification.

Indemnification: Supplier shall indemnify, defend and hold harmless Purchasing Entity, its officers, employees and agents from and against any third-party claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising from Supplier's negligence, willful misconduct, or breach of this Agreement, except to the extent such claims result from Purchasing Entity's negligence or intentional acts.

Limitation of Liability

Except for liability arising from willful misconduct, fraud, or Supplier's indemnification obligations, neither party shall be liable to the other for incidental, special, consequential or punitive damages. Supplier's aggregate liability for direct damages under this Agreement shall not exceed the total amounts paid by Purchasing Entity to Supplier under this Agreement for the specific supply that gave rise to the claim.

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 conflict of law principles. The parties agree to attempt to resolve disputes in good faith through negotiation. If unresolved, the parties may proceed to mediation, and if mediation fails, either party may seek relief in the courts located in the county of the Purchasing Entity's principal place of business.

Entire Agreement; Amendments

This Agreement, together with any attachments, purchase orders and exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior negotiations and understandings. No amendment, modification or waiver shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous Provisions

Assignment: Neither party may assign this Agreement without the prior written consent of the other, except that Supplier may assign receivables to a financing institution. Notices shall be given in writing to the addresses listed above. If any provision of this Agreement is held unenforceable, the remaining provisions shall remain in full force and effect.

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