Supply Chain Management Supply Fire

Supply Chain Management Supply Fire

Parties

Supplier Name:

Client Name:

Effective Date:    Agreement Reference ID:

WHEREAS

WHEREAS, Supplier is engaged in the business of providing supply chain management services, logistics coordination, inventory planning and emergency replenishment services under the program designated Supply Fire; and

WHEREAS, Client desires to retain Supplier to perform the services described in this Agreement to improve resilience of Client's supply chain, including prioritized sourcing, contingency inventory, expedited distribution and post-event replenishment planning; and

WHEREAS, the parties wish to set forth the terms, responsibilities, payment and confidentiality obligations governing the provision of the Supply Fire services;

Scope of Work

Supplier shall provide supply chain management services in accordance with the following description. The parties acknowledge that Supplier's obligations include both routine supply management and emergency response activities under the Supply Fire protocol:

Payment Terms

Total Fee (Base): USD.

Fixed fee    Per unit / SKU pricing    Milestone payments

Invoicing Terms: Invoices are issued by Supplier and are payable within days of invoice date. Late payments shall accrue interest at or the maximum permitted by law, whichever is less.

Payment Instructions / Remittance:

Term and Termination

Commencement Date:    Expiration Date:

Either party may terminate this Agreement without cause upon days' written notice to the other party. Termination for material breach may be immediate if the breaching party fails to cure within days after written notice specifying the breach.

Obligations that by their nature survive termination or expiration (including confidentiality, payment of outstanding fees, indemnification and limitation of liability provisions) shall remain in effect.

Confidentiality

Each party shall hold in strict confidence all Confidential Information disclosed by the other party and shall not disclose such information except to those employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those hereunder. "Confidential Information" includes non-public pricing, inventory levels, supplier lists, contingency plans and any information marked or reasonably understood to be confidential.

The obligations of confidentiality do not apply to information that is (a) already known to the recipient without restriction; (b) becomes publicly available other than by breach of this Agreement; (c) is lawfully obtained from a third party without restriction; or (d) is independently developed by the recipient without use of the disclosing party's Confidential Information.

Indemnification and Insurance

Supplier shall indemnify and hold harmless Client from and against claims, losses, damages and expenses (including reasonable attorneys' fees) arising from Supplier's gross negligence or willful misconduct in the performance of the Services. Client shall indemnify and hold harmless Supplier from and against claims arising from Client's negligence, misuse of deliverables, or inaccurate information supplied by Client.

Each party shall maintain commercially reasonable insurance coverage appropriate to its activities under this Agreement, including general liability and, where applicable, professional liability or cargo insurance.

Limitation of Liability

Except for liability arising from willful misconduct, gross negligence, breach of confidentiality or indemnification obligations, neither party shall be liable to the other for indirect, incidental, consequential, special or punitive damages, and aggregate direct damages shall be limited to the total fees paid under this Agreement in the twelve (12) months preceding the event giving rise to the claim.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of law principles. The parties submit to the exclusive jurisdiction of the courts located in that State for disputes arising under this Agreement.

Entire Agreement; Amendments

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

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the contact persons set forth below at the addresses provided, or to such other address as a party may designate by written notice to the other party.

Miscellaneous Provisions

Assignment: Neither party may assign this Agreement or any rights hereunder without the prior written consent of the other party, except that Supplier may assign to an affiliate or in connection with a sale of substantially all of its assets.

Force Majeure: Neither party shall be liable for delays or failures in performance resulting from events beyond its reasonable control, including natural disasters, acts of government, strikes, or supply disruptions; provided that the affected party provides prompt written notice and uses commercially reasonable efforts to mitigate the effect of such event.

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