Shopping Agreement

SHOPPING AGREEMENT

This Shopping Agreement ("Agreement") is entered into by and between Client Name: and Service Provider Name: . The parties agree as follows:

WHEREAS

WHEREAS, Client desires to engage Provider to procure goods and related services on behalf of Client in accordance with the terms of this Agreement; and

WHEREAS, Provider represents that it has the expertise, ability, and authority to source, select, negotiate for, and purchase goods and services on Client's behalf and will perform such services with reasonable care and in good faith; and

WHEREAS, the parties desire to set forth their respective rights and obligations concerning the procurement activities to be performed by Provider.

SCOPE OF WORK

Provider shall perform shopping and procurement services as reasonably requested by Client, including but not limited to sourcing goods, comparing vendors, negotiating prices and terms, placing orders, arranging delivery or pickup, inspecting received goods for obvious defects, and returning items as authorized by Client. Provider shall act as Client's authorized agent only to the extent expressly set forth in this Agreement.

SHOPPING LIST (EXAMPLES)

Item 1 Description: Estimated Cost: Preferred Vendor:

Item 2 Description: Estimated Cost: Preferred Vendor:

Item 3 Description: Estimated Cost: Preferred Vendor:

PAYMENT TERMS

Compensation: Client shall pay Provider the Service Fee of , plus reimbursement of actual purchase costs and any applicable shipping or handling charges.

Payments are due as follows: initial retainer or deposit of due upon engagement; remaining Service Fee and reimbursements due within days of Provider's invoice. Accepted method(s): Client to provide payment by pre-authorized card, bank transfer, or other mutually agreed method.

Late Fee: Unpaid amounts will accrue interest at , or the maximum rate permitted by law, until paid.

Reimbursements: Provider shall provide itemized receipts or proof of purchase with each invoice. Client shall reimburse Provider for all approved purchases within the timeframe above.

Client authorizes Provider to charge Client's payment method for purchases and fees consistent with this Agreement.
Provider must obtain Client's prior approval for any single purchase exceeding .

TERM AND TERMINATION

Effective Date: This Agreement commences on and continues until unless earlier terminated as provided below.

Termination for Convenience: Either party may terminate this Agreement upon days' prior written notice to the other party.

Termination for Cause: Either party may terminate immediately for material breach if the breaching party fails to cure within a reasonable period after written notice. Upon termination, Client shall pay Provider for services rendered and reimbursable purchases incurred through the effective date of termination.

CONFIDENTIALITY

Each party shall keep confidential and shall not disclose to any third party any non-public information obtained from the other party in connection with this Agreement, including purchase histories, pricing, vendor terms, and Client preferences ("Confidential Information"), except as required by law or as necessary to perform the services. Confidential Information does not include information that (i) is or becomes publicly available without breach of this Agreement, (ii) was known to the receiving party prior to disclosure, or (iii) is independently developed without use of the disclosing party's Confidential Information.

The receiving party shall use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

LIMITATION OF LIABILITY AND INDEMNITY

Provider will perform services with reasonable skill. Except for willful misconduct or gross negligence, Provider's liability for any claim arising out of this Agreement shall be limited to direct damages not to exceed the total fees paid by Client to Provider under this Agreement in the preceding six months. Neither party shall be liable for consequential, incidental, special, or punitive damages.

Client shall indemnify, defend and hold Provider harmless from third-party claims arising from Client's specifications, failure to disclose material facts, or Client's use of purchased goods, except to the extent caused by Provider's gross negligence or willful misconduct.

NOTICES

GOVERNING LAW; 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 good faith negotiation to resolve disputes. If unresolved, the parties agree that disputes shall be submitted to binding arbitration in the governing state unless otherwise required by law.

ENTIRE AGREEMENT

This Agreement, including any attachments or scopes executed by the parties, constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior oral or written statements, proposals, negotiations, and understandings. Any modification must be in writing and signed by both parties.

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