Supplies Management Template

SUPPLIES MANAGEMENT AGREEMENT

This Supplies Management Agreement (the Agreement) is entered into as of by and between:

WHEREAS

WHEREAS, Client requires procurement, inventory control, storage and distribution of supplies described herein (the Supplies) to support its business operations; and

WHEREAS, Supplier represents that it has the capacity, systems and personnel to procure, manage and deliver the Supplies in accordance with this Agreement and applicable law; and

WHEREAS, the parties desire to set forth the terms under which Supplier will maintain inventory, fulfill orders and report on supply levels to Client.

1. SCOPE OF WORK

Supplier shall provide supply management services including procurement, receiving, storage, inspection, inventory control, reordering, and delivery as detailed below. Supplier shall perform the services in a commercially reasonable manner, in accordance with industry standards and consistent with the schedules and quantities agreed by the parties.

2. INVENTORY, ORDERING AND DELIVERY

Supplier shall maintain accurate, item-level inventory records and a reorder protocol. Client authorizes Supplier to place purchase orders on Client's behalf only where pre-approved procurement parameters are satisfied.

All deliveries shall be accompanied by packing lists and inspection certificates where applicable. Client reserves the right to inspect and reject nonconforming Supplies in accordance with the acceptance procedures set forth in this Agreement.

3. PAYMENT TERMS

Client shall pay Supplier as compensation for services and Supplies as follows:

Unless otherwise agreed in writing, invoices are due and payable within days of invoice date. Past due amounts shall accrue interest at the lesser of (a) % per month, or (b) the maximum rate permitted by applicable law. In addition, Client shall be responsible for reasonable collection costs, including attorneys' fees, for overdue balances.

4. TERM AND TERMINATION

This Agreement commences on and continues until unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon prior written notice to the other party. Either party may terminate immediately for material breach by the other party that remains uncured for a period of 15 days after receipt of written notice specifying the breach, or immediately for insolvency or illegal conduct affecting performance.

5. CONFIDENTIALITY

For purposes of this Agreement, Confidential Information means all non-public, proprietary or commercially sensitive information disclosed by a party (Disclosing Party) to the other (Receiving Party) in any form, including inventory levels, pricing, vendor and customer lists, cost structures and business processes. Confidential Information does not include information that (a) is or becomes generally available to the public other than as a result of a breach by the Receiving Party, (b) was lawfully in the Receiving Party's possession prior to disclosure, (c) is independently developed by the Receiving Party without reference to the Disclosing Party's Confidential Information, or (d) is rightfully obtained from a third party without restriction.

The Receiving Party shall (i) use the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care, (ii) limit disclosure to employees and subcontractors with a need to know, and (iii) not disclose Confidential Information except as required by law, provided that the Receiving Party gives prompt notice to the Disclosing Party to permit a protective order or other appropriate remedy. Upon termination of this Agreement, the Receiving Party shall return or destroy all Confidential Information as directed by the Disclosing Party.

6. INSURANCE, INDEMNITY AND LIABILITY

Supplier shall maintain insurance coverage appropriate to its operations, including commercial general liability and, where applicable, cargo and storage insurance. Supplier shall indemnify, defend and hold harmless Client from and against all third-party claims arising from Supplier's negligence, willful misconduct or breach of this Agreement, subject to any limitations of liability that the parties may expressly agree in writing.

7. AUDIT RIGHTS AND RECORDS

Supplier shall maintain complete and accurate records of transactions, inventory movements and invoices relating to the Supplies for a period of three years following the date of such transactions. Client or its designated representative shall have the right, upon reasonable notice and during normal business hours, to audit such records to verify compliance with this Agreement.

8. GOVERNING LAW; ENTIRE AGREEMENT

This Agreement shall be governed by and construed in accordance with the laws of without regard to its conflict of law principles.

This Agreement, together with any exhibits and schedules attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior oral or written agreements, understandings and negotiations. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

9. MISCELLANEOUS PROVISIONS

If any provision of this Agreement is held unenforceable, the remainder shall remain in full force and effect. Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other, except to an affiliate or in connection with a sale of substantially all assets or equity, provided that the assignee assumes the assigning party's obligations hereunder.

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