Supply Chain Supply Source

Supply Chain Supply Source Agreement

This Supply Chain Supply Source Agreement (the Agreement) is entered into as of Day: Month: Year: (Effective Date), by and between Supplier Name: and Buyer Name: .

WHEREAS

WHEREAS, Supplier is engaged in the business of sourcing, procuring, manufacturing and delivering goods and components used in Buyer’s supply chain, and represents it has the capability, certifications and facilities necessary to provide such supply source services in accordance with commercially reasonable industry standards;

WHEREAS, Buyer desires to obtain Supplier’s supply source services for the goods and components described herein and to establish terms for ordering, delivery, quality assurance and payment; and

WHEREAS, the parties intend by this Agreement to set forth the material terms governing the relationship, including scope, pricing, delivery, confidentiality and remedies for breach.

PARTIES' CONTACTS

SCOPE OF WORK

Supplier shall provide sourcing, procurement and delivery services for the goods and components described below. Supplier’s obligations include procurement from approved vendors, quality inspection, consolidation, packaging and coordination of transport to Buyer’s designated delivery points in accordance with agreed delivery terms.

PAYMENT TERMS

Buyer shall pay Supplier in accordance with the pricing and schedule set forth below. All amounts are payable in U.S. dollars unless otherwise agreed in writing.

QUALITY, INSPECTION AND WARRANTIES

Supplier warrants that all goods supplied under this Agreement shall conform to the specifications set forth in the Scope of Work, shall be free from material defects in workmanship and materials, and shall conform to applicable laws and industry standards. Buyer shall have the right to inspect and reject non-conforming goods within the inspection period set forth below.

TERM AND TERMINATION

The term of this Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated as provided herein.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within days after receipt of written notice. Either party may terminate for convenience upon days' prior written notice to the other party.

CONFIDENTIALITY

Each party acknowledges that during the term of this Agreement it may receive or have access to Confidential Information of the other party. "Confidential Information" means non-public business, technical, financial and operational information disclosed in any form. Each recipient shall: (a) use the Confidential Information only to perform its obligations under this Agreement; (b) protect such Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; and (c) not disclose Confidential Information to any third party except to employees, contractors or advisors with a need to know and bound by confidentiality obligations no less protective than those herein. Confidentiality obligations shall survive termination for a period of years.

COMPLIANCE, INDEMNITY AND INSURANCE

Supplier shall comply with all applicable laws, export controls, anti-bribery rules and Buyer’s written supplier code of conduct. Supplier shall indemnify, defend and hold harmless Buyer and its affiliates from and against all third-party claims, losses, liabilities and expenses arising out of Supplier’s breach of this Agreement, negligence, willful misconduct, or violation of law. Supplier shall maintain insurance coverage customary for its industry and sufficient to cover its obligations under this Agreement.

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 disputes arising out of this Agreement, except that either party may seek injunctive relief in any competent jurisdiction to protect its intellectual property or trade secrets.

ENTIRE AGREEMENT

This Agreement, including any exhibits, purchase orders and written amendments expressly incorporated, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous negotiations, representations, statements, proposals and agreements, whether written or oral. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

If any provision of this Agreement is held unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to an affiliate or in connection with a merger, acquisition or sale of substantially all its assets. The parties are independent contractors and nothing herein creates a partnership, joint venture or employment relationship.

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