Supplier Agreement

SUPPLIER AGREEMENT

Parties and Effective Date

This Supplier Agreement (the Agreement) is entered into by and between Supplier: and Buyer: . The effective date of this Agreement is .

Recitals

WHEREAS, Supplier is engaged in the business of supplying goods and/or performing services as described in this Agreement and possesses the personnel, experience, and capability to supply such goods and services in accordance with the terms herein;

WHEREAS, Buyer desires to procure the goods and/or services from Supplier and Supplier agrees to provide such goods and/or services subject to the terms, conditions, and specifications set forth in this Agreement;

WHEREAS, the parties intend by this Agreement to set forth their respective rights and obligations with respect to supply, delivery, payment, confidentiality, and other commercial terms.

Scope of Work

Supplier shall perform the services and deliver goods in accordance with the specifications, quality standards, delivery schedule, and acceptance criteria set forth in the description above and any purchase orders issued by Buyer that reference this Agreement. Supplier shall obtain and maintain all licenses, permits, and authorizations required to perform the scope of work.

Payment Terms

Supplier shall submit invoices to Buyer in accordance with the payment schedule. Buyer shall pay undisputed, properly submitted invoices within days of receipt of the invoice. All invoices shall reference the applicable purchase order number and identify the goods and services delivered.

Term and Termination

Term Commencement Date: . Term Expiration Date: .

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective termination date. Either party may terminate immediately for material breach by the other party that remains uncured for thirty (30) days following written notice specifying the breach, or immediately for insolvency or appointment of a receiver.

Confidentiality

For the term of this Agreement and for a period of three (3) years thereafter, each party agrees to hold in confidence and not disclose to any third party Confidential Information of the other party. "Confidential Information" means nonpublic business, technical, financial or pricing information disclosed by one party to the other, whether in writing, orally or by inspection. Confidential Information does not include information that is (a) publicly known through no breach by the receiving party; (b) rightfully received from a third party without obligation of confidentiality; or (c) independently developed without use of the disclosing party's Confidential Information.

The receiving party shall use Confidential Information only for the purposes of performing obligations under this Agreement and shall restrict disclosure to employees and contractors with a need to know and who are bound by confidentiality obligations no less protective than those contained herein. Upon termination or written request, the receiving party shall return or destroy Confidential Information and certify destruction if requested.

Intellectual Property and Deliverables

Unless otherwise agreed in writing, all deliverables created for Buyer under this Agreement shall be deemed works made for hire and shall vest exclusively in Buyer upon full payment. Supplier retains no rights to use such deliverables except as authorized in writing by Buyer. Supplier represents that the goods and services and any deliverables provided do not infringe third‑party intellectual property rights.

Indemnification and Limitation of Liability

Supplier shall indemnify, defend and hold Buyer harmless from and against any third-party claims arising out of Supplier's breach of this Agreement, negligent acts, willful misconduct, or infringement of third-party intellectual property rights, subject to Buyer providing prompt notice and reasonable cooperation. EXCEPT FOR WILLFUL MISCONDUCT OR LIABILITY FOR PERSONAL INJURY, THE PARTIES' AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID BY BUYER TO SUPPLIER IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

Notices

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 agree to attempt to resolve disputes promptly by good‑faith negotiation. If negotiation fails, disputes shall be resolved by binding arbitration in the agreed jurisdiction unless otherwise mutually agreed in writing.

Entire Agreement

This Agreement, together with any attachments, purchase orders and written amendments signed by both parties, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior or contemporaneous understandings, proposals, agreements, or communications, whether written or oral. No modification shall be binding unless in a written instrument signed by authorized representatives of both parties.

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement shall continue in full force and effect. Neither party may assign this Agreement without the prior written consent of the other party, except to a successor in interest by merger or sale of substantially all assets.

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