Sourcing Service Contract

Sourcing Service Contract

This Sourcing Service Contract ("Agreement") is entered into as of by and between:

Client Name:    Client Address:

Service Provider Name:    Provider Address:

Recitals

WHEREAS, Client engages Provider to perform sourcing services for goods, components, suppliers, or other procurement-related activities as described herein; and

WHEREAS, Provider has the expertise, personnel and networks necessary to identify, qualify and negotiate with suppliers on behalf of Client, and is willing to perform such services under the terms set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties agree as follows:

1. Scope of Work

Provider shall perform sourcing services, which may include supplier identification, qualification and vetting, request-for-quote management, sample coordination, price and terms negotiation, logistics coordination, and related advisory services. Provider's detailed responsibilities and deliverables are set forth below and in any attached appendices.

2. Payment Terms

Client shall pay Provider the fees specified below in exchange for the services. Fees are exclusive of applicable taxes unless otherwise stated.

Provider shall invoice Client in accordance with the payment schedule. Unless otherwise agreed in writing, undisputed invoices are due within the number of days specified in the payment schedule; failure to timely pay shall entitle Provider to suspend services pending payment and to recover collection costs, including reasonable attorneys' fees.

3. Term and Termination

This Agreement commences on and, unless earlier terminated in accordance with this section, ends on .

Either party may terminate this Agreement for material breach by the other party if such breach remains uncured for thirty (30) days after written notice specifying the breach. Termination shall not relieve Client of the obligation to pay for services performed and expenses incurred through the effective date of termination.

4. Confidentiality

"Confidential Information" means nonpublic business, technical, financial and other information disclosed by one party to the other, whether written, oral or electronic, that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information excludes information that: (a) is or becomes generally known through no fault of the receiving party; (b) was rightfully known by the receiving party prior to disclosure; (c) is independently developed without breach of this Agreement; or (d) is rightfully obtained from a third party without restriction.

The receiving party shall (i) use Confidential Information solely to perform its obligations under this Agreement, (ii) restrict disclosure to employees and permitted subcontractors with a need to know and who are bound by confidentiality obligations no less protective than those herein, and (iii) implement reasonable measures to protect Confidential Information. The obligations in this Section survive termination for a period of years.

5. Intellectual Property; Work Product

Except as expressly provided otherwise in writing, Provider retains ownership of its pre-existing tools, methodologies and know-how. Subject to Client's payment in full, Provider grants to Client a nonexclusive, nontransferable license to use deliverables provided under this Agreement for Client's internal business purposes. Any third-party materials incorporated into deliverables remain subject to the third party's license terms.

6. Representations; Warranties; Indemnity

Each party represents that it has the corporate power and authority to enter into this Agreement and to perform its obligations hereunder. Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. Except as expressly provided in this Agreement, services are provided "as is" and PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Each party agrees to indemnify, defend and hold harmless the other party from third-party claims arising from the indemnifying party's gross negligence or willful misconduct in performing this Agreement, subject to the indemnified party's compliance with notification and cooperation obligations.

7. Expenses; Subcontracting

Provider may engage subcontractors to perform services, provided Provider remains responsible for their acts and omissions and ensures confidentiality and performance obligations no less protective than this Agreement.

8. 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 shall attempt in good faith to resolve disputes promptly through negotiation. If unresolved, disputes shall be resolved in the state or federal courts located in the chosen state, and the parties submit to the jurisdiction of such courts.

9. Entire Agreement; Amendment

This Agreement, together with any attached appendices or executed statements of work, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior oral or written agreements. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

10. Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remainder will continue in full force and effect. Neither party may assign its rights under this Agreement without the prior written consent of the other, except that Provider may assign to an acquirer of all or substantially all of its business.

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