Supplier Contract Template

SUPPLIER CONTRACT TEMPLATE

This Supplier Contract ("Agreement") is entered into as of by and between the parties identified below.

PARTIES

RECITALS

WHEREAS, Supplier is in the business of manufacturing, supplying, or otherwise providing the goods and services described herein and possesses the capability and capacity to perform such obligations;

WHEREAS, Buyer desires to purchase and receive such goods and services from Supplier upon the terms and subject to the conditions set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows.

SCOPE OF WORK

Supplier shall supply, deliver and, where applicable, install the goods and perform the services described in the scope below. Supplier shall perform in accordance with the specifications, standards, schedule and quantities set forth in this Agreement.

DELIVERY AND ACCEPTANCE

Delivery terms, transfer of title, risk of loss and procedures for inspection and acceptance shall be as set forth below. Buyer shall have the right to inspect delivered goods within a reasonable period and may reject nonconforming goods. Supplier shall promptly correct or replace defective goods at Supplier's cost.

PAYMENT TERMS

Buyer shall pay Supplier for the goods and services in accordance with the amounts, schedule and conditions below. All amounts are payable in lawful currency of the United States unless otherwise agreed in writing.

TERM AND TERMINATION

This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for material breach by the other party if the breach remains uncured for a period of days after written notice. Termination for convenience by either party requires prior written notice of days.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other that is marked confidential or that reasonably should be understood to be confidential. The receiving party shall (a) hold Confidential Information in strict confidence, (b) use Confidential Information solely to perform its obligations under this Agreement, and (c) not disclose Confidential Information to third parties except to employees, agents or contractors who have a need to know and who are bound by confidentiality obligations at least as restrictive as those herein. These confidentiality obligations shall survive termination of this Agreement for a period of years.

WARRANTIES; INDEMNIFICATION; LIMITATION OF LIABILITY

Supplier warrants that the goods and services will conform to the agreed specifications and will be free from material defects in workmanship and materials for a period of ninety (90) days following acceptance unless otherwise stated in writing. Supplier's sole obligation for breach of this warranty shall be, at Supplier's election, repair or replacement of nonconforming goods or re-performance of nonconforming services.

Each party shall indemnify, defend and hold harmless the other party from and against claims arising out of the indemnifying party's breach of this Agreement, willful misconduct or negligence. Except for each party's indemnification obligations and willful misconduct, in no event shall either party be liable to the other for consequential, incidental, special or punitive damages. The aggregate liability of each party for claims arising under or in connection with this Agreement shall not exceed the total amounts paid or payable under the relevant purchase order or statement of work giving rise to the claim.

FORCE MAJEURE

Neither party shall be liable for delay or failure to perform its obligations (except payment obligations) due to causes beyond its reasonable control, including acts of God, natural disasters, pandemics, government actions, labor disputes, or shortages of materials. The affected party shall promptly notify the other party and shall use commercially reasonable efforts to resume performance.

ASSIGNMENT; SUBCONTRACTING

Neither party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger, sale of substantially all assets or similar transaction. Supplier may subcontract portions of the work provided Supplier remains responsible for subcontractor performance and compliance with this Agreement.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by hand, certified mail (return receipt requested), or overnight courier, and shall be effective upon receipt.

COMPLIANCE WITH LAWS; ETHICS

Supplier shall comply with all applicable laws, rules and regulations in performing its obligations, including but not limited to export controls, anti-corruption, labor and environmental laws. Supplier represents and warrants that no government official has been offered or given any improper payment or thing of value in connection with this Agreement.

AMENDMENT; SEVERABILITY; ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements and understandings. No amendment shall be binding unless executed in writing by authorized representatives of both parties. If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect.

GOVERNING LAW; 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. Any legal action arising out of this Agreement shall be brought in a court of competent jurisdiction in that state, unless the parties mutually agree to alternative dispute resolution.

MISCELLANEOUS

The parties acknowledge that each has had the opportunity to consult with legal counsel and that the terms of this Agreement were negotiated at arm's length. Headings are for convenience only and do not affect interpretation.

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