Supply Chain Template

Supply Chain Template

This Supply Chain Services Agreement (the Agreement) is entered into as of Effective Date: by and between Supplier Name: , with principal place of business at , and Buyer Name: , with principal place of business at .

Recitals

WHEREAS, Supplier is engaged in the business of manufacturing, procuring and arranging logistics for goods and services used in commercial supply chains; and

WHEREAS, Buyer requires Supplier to provide goods, procurement support, inventory management and related logistics services under the terms set forth herein; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement, the parties agree as follows:

1. Scope of Work

Supplier shall provide the goods and services described below, together with any related project management, quality control, and logistics services necessary for delivery in accordance with the schedules and specifications set forth in this Agreement.

2. Payment Terms

Buyer shall pay Supplier for the goods and services provided under this Agreement in accordance with the following terms.

Late payments shall accrue interest at the rate specified below and Buyer shall be responsible 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 written notice of days to the other party. Either party may terminate for material breach if such breach remains uncured for thirty (30) days following written notice of breach.

4. Confidentiality

For purposes of this Agreement, Confidential Information means non-public information disclosed by one party to the other that is marked confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Each receiving party shall: (a) hold Confidential Information in strict confidence; (b) use it only for performance under this Agreement; and (c) not disclose it to third parties except to employees, contractors or advisors who have a need to know and are bound by confidentiality obligations no less protective than those herein.

Confidentiality obligations survive termination of this Agreement for a period of years.

5. Compliance; Quality & Recalls

Supplier represents and warrants that goods supplied hereunder shall conform to the agreed specifications and shall comply with all applicable laws, regulations and industry standards. Supplier shall maintain quality control documentation and shall promptly notify Buyer of any product nonconformance or recall events. Costs associated with supplier-caused recalls shall be borne by Supplier to the extent caused by Supplier's breach, negligence or failure to comply with specifications.

6. Indemnification and Limitation of Liability

Each party shall indemnify, defend and hold harmless the other party from claims, liabilities, damages and expenses arising from its gross negligence or willful misconduct in performance of this Agreement. Except for indemnification obligations and breaches of confidentiality, neither party shall be liable to the other for incidental, consequential, or punitive damages, and aggregate direct damages shall be limited to the total amounts paid or payable under this Agreement during the twelve (12) month period prior to the event giving rise to the claim.

7. Notices

Notices under this Agreement shall be in writing and delivered to the respective notice addresses above by personal delivery, certified mail, or overnight courier, and shall be effective upon receipt.

8. 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 laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for disputes arising under this Agreement.

9. Entire Agreement

This Agreement, including any exhibits, attachments and purchase orders expressly incorporated by reference, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior and contemporaneous agreements, negotiations and understandings, whether written or oral. No amendment or modification shall be effective unless in writing and signed by authorized representatives of both parties.

10. Miscellaneous

Assignment: Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a change of control. All assignments shall be subject to the assignee's assumption of the assigning party's obligations.

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