Supply Chain Management Document

SUPPLY CHAIN MANAGEMENT AGREEMENT

This Supply Chain Management Agreement ("Agreement") is entered into as of by and between Supplier Name: and Client Name: .

WHEREAS

WHEREAS, Supplier maintains capability to procure, warehouse, transport and manage inventory and vendors necessary to support Client's manufacturing and distribution operations; and

WHEREAS, Client desires to retain Supplier to provide supply chain management services under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to such services.

1. SCOPE OF WORK

Supplier shall perform the supply chain management services described below, including but not limited to procurement, vendor management, inventory control, warehousing, order fulfillment, transportation coordination, and reporting in accordance with the performance standards set forth in this Agreement.

2. PAYMENT TERMS

Client shall pay Supplier the fees set forth below in consideration for the services and deliverables. Fees do not include applicable taxes unless otherwise stated.

Select applicable schedule: Net 30 from invoice date Milestone-based (specify below) Upon receipt

Late Payment: Unpaid amounts shall accrue interest at the rate of percent per month (or the maximum lawful rate, if lower). Client shall also reimburse Supplier for reasonable collection costs.

3. TERM AND TERMINATION

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate for material breach that remains uncured for 30 days following written notice specifying the breach; termination for insolvency or bankruptcy shall be effective immediately upon the filing of any petition by or against a party.

4. CONFIDENTIALITY

"Confidential Information" means non-public business, technical, financial, pricing, customer, and vendor information disclosed by one party to the other in connection with this Agreement. The receiving party shall: (a) use Confidential Information solely to perform obligations under this Agreement; (b) restrict disclosure to employees, agents or subcontractors with a need to know and only if bound by confidentiality obligations no less protective than this Section; and (c) take reasonable measures to protect Confidential Information from unauthorized disclosure.

Confidentiality obligations shall survive termination of this Agreement for a period of years, except for trade secrets which shall remain protected for as long as they qualify as trade secrets under applicable law.

5. INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party (Indemnifying Party) shall indemnify, defend, and hold harmless the other party (Indemnified Party) from third-party claims arising from Indemnifying Party's gross negligence or willful misconduct in performing its obligations under this Agreement. Except for indemnification for third-party bodily injury and wilful misconduct, neither party's aggregate liability for claims arising out of or related to this Agreement shall exceed the total fees paid or payable by Client to Supplier in the twelve (12) months preceding the claim.

6. INSURANCE AND COMPLIANCE

Supplier shall maintain commercially reasonable insurance coverages customary for supply chain operations, including general liability, cargo liability, and workers' compensation, and shall comply with applicable export controls, customs, and safety regulations.

7. 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 submit to the exclusive jurisdiction of the courts located in that State for resolution of disputes not resolved by negotiation or mediation.

8. ENTIRE AGREEMENT

This Agreement, including all exhibits, schedules, and purchase orders expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. No amendment shall be binding unless in writing and signed by authorized representatives of both parties.

9. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by certified mail, courier, or email (when confirmed by physical delivery), and shall be effective upon receipt.

10. MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force. Neither party may assign this Agreement without the prior written consent of the other, except that Supplier may assign to an affiliate or successor in connection with a sale of substantially all assets.

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