Supplier Management Agreement

SUPPLIER MANAGEMENT AGREEMENT

This Supplier Management Agreement ("Agreement") is made effective as of Effective Date: by and between:

WHEREAS

WHEREAS, Company seeks to retain Supplier to manage certain supplier relationships, procurement oversight, performance monitoring and related supplier governance activities as described herein; and

WHEREAS, Supplier represents that it has the expertise, personnel and resources necessary to perform the services contemplated by this Agreement and is willing to perform such services under the terms and conditions set forth below; and

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

SCOPE OF WORK

Supplier shall perform the services described below in accordance with professional standards and the schedule agreed by the parties.

PAYMENT TERMS

Company shall pay Supplier for the services described in the Scope of Work as follows:

Late payments shall accrue interest at the rate of on any past due balance, or the maximum rate permitted by applicable law, whichever is lower. Supplier may suspend performance if invoices remain unpaid for more than days following written notice.

TERM AND TERMINATION

The term of this Agreement begins on Start Date: and continues until End Date: unless earlier terminated as provided below.

Either party may terminate this Agreement for convenience upon providing written notice to the other party no fewer than days prior to the intended termination date. Either party may terminate for cause upon material breach if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach.

CONFIDENTIALITY

"Confidential Information" means any non-public information disclosed by one party to the other that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Each party shall (i) use Confidential Information solely for performance under this Agreement, (ii) restrict disclosure to its employees, agents and contractors with a need to know and who are bound by confidentiality obligations at least as protective as those herein, and (iii) protect such information with the same degree of care it uses to protect its own confidential information, but no less than reasonable care. Confidential Information shall not include information that is publicly available through no fault of the receiving party, already known by the receiving party without obligation of confidentiality, or lawfully received from a third party without restriction. Upon termination or request, the receiving party shall return or destroy Confidential Information and certify such return or destruction in writing upon request.

INDEPENDENT CONTRACTOR; COMPLIANCE

Supplier is an independent contractor and shall be solely responsible for payroll, taxes, insurance and benefits for its personnel. Supplier shall comply with all applicable laws, regulations and Company policies provided in writing and shall maintain all licenses, permits and authorizations required to perform the services.

Supplier acknowledges that it is engaged as an independent contractor and not as an employee, partner or agent of Company.

LIABILITY; INDEMNIFICATION

Each party's liability to the other for direct damages arising out of this Agreement shall be limited to direct damages not exceeding the aggregate fees paid by Company to Supplier under this Agreement during the twelve (12) month period preceding the claim. Neither party shall be liable for incidental, consequential, special or punitive damages except for liability arising from willful misconduct or gross negligence. Supplier shall indemnify, defend and hold Company harmless from third-party claims arising from Supplier's negligent performance, breach of confidentiality, or violation of applicable law in connection with its performance under this Agreement.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party may designate by written notice. Notices shall be deemed given upon receipt if delivered by hand, one business day after dispatch if delivered by overnight courier, or three business days after mailing if sent by certified mail, return receipt requested.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties consent to the exclusive jurisdiction of the state and federal courts located in that state for any dispute arising out of or relating to this Agreement.

ENTIRE AGREEMENT

This Agreement, together with any attachments and statements of work executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous oral or written agreements. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other party, except that Company may assign to an affiliate or in connection with a merger or sale of substantially all of its assets. The parties acknowledge that monetary damages may be an inadequate remedy for breach of confidentiality and agree that injunctive relief may be sought in addition to other remedies.

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