Supplier Agreement Clause

SUPPLIER AGREEMENT CLAUSE

This Supplier Agreement Clause (the "Clause") is made and entered into as of Effective Date: by and between Client Name: , an entity of type: organized under the laws of , with principal place of business at ("Buyer"), and Supplier Name: , an entity of type: organized under the laws of , with principal place of business at ("Supplier").

RECITALS

WHEREAS, Buyer requires the supply of certain goods and/or services described as: (the "Goods"); and

WHEREAS, Supplier represents that it has the capability, experience and resources to manufacture, provide, inspect and deliver the Goods in accordance with Buyer’s specifications and applicable laws; and

WHEREAS, the parties desire to set forth certain terms and conditions governing the supply relationship between them.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1 "Acceptance" means the written acknowledgement by Buyer that the Goods conform to the Purchase Order and applicable Specifications in all material respects. "Specifications" means the technical, quality and performance requirements identified in the applicable Purchase Order or in a written specification document identified as: .

2. SCOPE OF SUPPLY

2.1 Supplier shall supply, manufacture, test and deliver the Goods in accordance with this Clause, any Purchase Order issued by Buyer and the Specifications. Supplier shall perform all Services, if any, in a professional manner consistent with industry standards.

3. PURCHASE ORDERS, FORECASTS AND FORECAST CHANGES

3.1 Buyer shall issue Purchase Orders setting forth quantity, delivery locations, delivery schedule and price. Purchase Orders are not binding on Supplier until accepted in writing by Supplier or by Supplier’s actions consistent with acceptance. Supplier shall use commercially reasonable efforts to meet Buyer’s forecasts; forecasts are non-binding unless expressly identified as firm in the Purchase Order.

3.2 Lead-time: . Supplier shall promptly notify Buyer of any anticipated delay.

4. PRICE, TAXES AND PAYMENT

4.1 Prices for the Goods are as set forth in the applicable Purchase Order or, if no price is specified, Supplier’s then-current price. Prices are exclusive of applicable taxes unless otherwise agreed. Buyer shall pay undisputed invoices in accordance with payment terms: from the date of Buyer’s receipt of a correct invoice.

4.2 Supplier shall submit invoices that reference the Purchase Order number and such other information as reasonably requested by Buyer. Buyer may withhold payments for nonconforming Goods or unresolved disputes.

5. DELIVERY, TITLE AND RISK OF LOSS

5.1 Delivery terms: . Title and risk of loss in the Goods shall pass to Buyer upon delivery to the delivery location specified in the Purchase Order unless otherwise agreed in writing.

6. INSPECTION, ACCEPTANCE AND REJECTION

6.1 Buyer shall have the right to inspect the Goods upon delivery and to reject any Goods that fail to conform to the Specifications. Unless otherwise agreed, Buyer shall provide notice of rejection within Acceptance Period: days after delivery. Rejected Goods shall be returned to Supplier at Supplier’s expense.

7. WARRANTIES; REMEDIES

7.1 Supplier warrants that (a) the Goods shall conform to the Specifications and be free from defects in material and workmanship; (b) the Goods shall be merchantable and fit for the Buyer’s intended purposes as communicated to Supplier; and (c) the Goods and their sale do not infringe any third-party intellectual property rights. The warranty period shall be: .

7.2 Buyer’s remedies for breach of warranty include, at Buyer’s option, repair, replacement, credit or refund and recovery of reasonable costs incurred as a result of nonconforming Goods, including transportation and rework costs.

8. INDEMNIFICATION

8.1 Supplier shall indemnify, defend and hold harmless Buyer, its officers, directors and employees from and against any and all claims, losses, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from: (a) Supplier’s breach of this Clause; (b) Supplier’s negligent acts or omissions or willful misconduct; or (c) any claim that the Goods infringe any third-party intellectual property right, provided Buyer promptly notifies Supplier of such claim and allows Supplier to control the defense and settlement thereof.

9. LIMITATION OF LIABILITY

9.1 Except for breaches of confidentiality, willful misconduct, supplier's indemnification obligations for IP infringement, or liability for personal injury or death, neither party shall be liable to the other for consequential, incidental, special, punitive or exemplary damages. Supplier’s aggregate liability for direct damages arising from or related to this Clause shall not exceed the total amount paid by Buyer to Supplier for the Goods giving rise to the claim in the twelve (12) months preceding the event.

10. INSURANCE

10.1 Supplier shall maintain insurance customary for its industry, including commercial general liability and product liability coverage with limits not less than: per occurrence. Upon request, Supplier shall provide certificates of insurance evidencing such coverage.

11. COMPLIANCE WITH LAWS; ETHICS

11.1 Supplier shall comply with all applicable laws, regulations and ordinances in performing its obligations hereunder, including those related to labor, health and safety, environmental protection and anti-corruption. Supplier warrants that neither it nor any of its subcontractors have engaged in bribery or corrupt practices in connection with this Clause.

12. CONFIDENTIALITY

12.1 "Confidential Information" means non-public information disclosed by a party that is designated as confidential or that reasonably should be understood to be confidential. Each party shall hold Confidential Information of the other in confidence for a period of years and shall not disclose it except to employees, agents or subcontractors who need to know and who are bound by confidentiality obligations at least as protective as those herein.

13. INTELLECTUAL PROPERTY

13.1 Except as expressly granted in writing, Supplier grants Buyer a non-exclusive, royalty-free license to use any Supplier intellectual property embodied in the Goods solely to the extent necessary for Buyer’s receipt, use, resale or integration of the Goods. All pre-existing intellectual property rights of each party remain the sole property of that party.

14. AUDIT; RECORDS

14.1 Supplier shall keep complete and accurate records relating to performance and pricing under this Clause for a period of years, and upon reasonable notice Buyer shall have the right to audit such records during normal business hours to verify compliance.

15. SUBCONTRACTING

15.1 Supplier shall not subcontract the whole or any material part of its obligations without Buyer’s prior written consent. Supplier remains fully responsible for the acts and omissions of its subcontractors.

16. TERM; TERMINATION

16.1 This Clause commences on the Effective Date and continues until terminated by either party for convenience upon days' prior written notice or immediately upon material breach by the other party if such breach is not cured within thirty (30) days after written notice.

16.2 Termination shall be without prejudice to any rights or remedies accrued prior to termination and the provisions that by their nature survive termination shall remain in effect.

17. NOTICES

17.1 All notices, requests, consents and other communications to a party under or in connection with this Clause must be in writing and delivered to the addresses below. Notices are effective upon receipt.

18. AMENDMENTS; WAIVER; COUNTERPARTS

18.1 No amendment to this Clause will be effective unless in writing and signed by authorized representatives of both parties. A waiver of any right or remedy is effective only if in writing and signed by the party granting the waiver. This Clause may be executed in counterparts, each of which is an original and all of which together constitute one instrument.

19. GOVERNING LAW

19.1 This Clause shall be governed by and construed in accordance with the laws of: without regard to its conflicts of law principles.

20. ENTIRE AGREEMENT

20.1 This Clause, together with any Purchase Orders expressly made subject to it, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings and communications, whether written or oral, relating to such subject matter.

21. SEVERABILITY

21.1 If any provision of this Clause is held to be invalid or unenforceable in whole or in part by a court of competent jurisdiction, the remaining provisions will continue in full force and effect and the parties will negotiate in good faith to replace the invalid or unenforceable provision with a valid provision that most closely approximates the parties’ intent.

22. MISCELLANEOUS

22.1 Neither party may assign this Clause or any right or obligation hereunder without the prior written consent of the other, except that Buyer may assign to an affiliate or in connection with a merger or sale of substantially all assets. The parties are independent contractors; nothing in this Clause creates a partnership, joint venture or agency relationship.

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