Single Source Agreement

SINGLE SOURCE AGREEMENT

This Single Source Agreement (Agreement) is made and entered into as of Date: by and between Client Name: and Supplier Name: .

RECITALS

WHEREAS, Client requires the goods and/or services described in this Agreement and has determined that it is in Client's best interest to procure such goods and/or services from a single approved Supplier for reasons of quality, continuity, confidentiality, or specialized capability; and

WHEREAS, Supplier represents that it has the experience, capacity, and skills necessary to provide the specified goods and/or services and agrees to act as the exclusive or sole source for the scope set forth in this Agreement, subject to the terms and exceptions contained herein.

SCOPE OF WORK

Supplier shall provide the goods and/or services described below in accordance with the terms, specifications and schedules established by this Agreement. The parties acknowledge that the description below constitutes the primary statement of Supplier's obligations under this Agreement.

PAYMENT TERMS

Client shall pay Supplier in accordance with the following terms. All amounts are in U.S. dollars unless otherwise agreed in writing. Supplier shall submit invoices in the form and frequency described below, and Client shall remit payment in accordance with the payment schedule.

Any undisputed amount not paid when due shall bear interest at the lesser of (i) or (ii) the maximum rate permitted by applicable law, calculated from the date due until paid. In addition, Client shall be responsible for reasonable collection costs, including attorneys' fees, for amounts not paid when due.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue in effect until End Date: , unless earlier terminated in accordance with this Section.

Upon termination, Supplier will deliver to Client any work in progress reasonably requested by Client and Client will pay Supplier for all undisputed work performed through the effective date of termination in accordance with this Agreement.

EXCLUSIVITY; SINGLE SOURCE

Client designates Supplier as the single source or sole source for the goods and/or services set forth in the Scope of Work, subject to the exceptions set forth herein. Supplier shall be the exclusive supplier for the specified goods and/or services during the Term unless the parties mutually agree otherwise in writing or unless an exception in this Agreement applies.

CONFIDENTIALITY

Each party (Recipient) shall hold in confidence all non-public information disclosed by the other party (Discloser) that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Recipient will not use Confidential Information except to perform its obligations under this Agreement and will not disclose such Confidential Information to any third party except to its employees, agents, or subcontractors who have a need to know and who are bound by confidentiality obligations no less protective than those in this Agreement.

Confidential Information does not include information that: (a) is or becomes generally available to the public through no act or omission of Recipient; (b) was in Recipient's lawful possession prior to the disclosure and not subject to confidentiality restrictions; (c) is rightfully received from a third party without restriction; or (d) is independently developed by Recipient without use of Discloser's Confidential Information. The obligations of confidentiality shall survive for Confidentiality Period (years): years following termination or expiration of this Agreement.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Supplier shall indemnify, defend and hold harmless Client and its officers, directors and employees from and against any third-party claims, liabilities, damages and reasonable costs (including attorneys' fees) arising out of Supplier's negligent acts, willful misconduct, or breach of this Agreement, except to the extent caused by Client's gross negligence or willful misconduct.

Except for liability resulting from a party's gross negligence, willful misconduct or indemnification obligations, neither party's aggregate liability for claims arising under this Agreement shall exceed the total amount paid or payable by Client to Supplier under this Agreement during the twelve (12) month period preceding the event giving rise to the claim.

NOTICES

All notices, requests, demands and other communications required or permitted hereunder shall be in writing and shall be delivered to the addresses set forth below or to such other address as may be designated by written notice.

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 principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for resolution of disputes arising under this Agreement.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including all schedules and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. The parties are independent contractors and nothing in this Agreement shall be construed to create a partnership, joint venture or agency relationship. Neither party may assign this Agreement without the prior written consent of the other, except that Client may assign to an affiliate or in connection with a sale of substantially all of its assets.

Sign Now