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Terps Product Agreement

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TERPS PRODUCT AGREEMENT

Parties

Recitals

WHEREAS, Supplier develops, manufactures and supplies terpene-based product formulations and related goods and services (collectively, "Products"); and

WHEREAS, Buyer desires to purchase certain Products from Supplier pursuant to the terms set forth in this Agreement, and Supplier is willing to sell and deliver such Products under the terms and conditions herein; and

WHEREAS, the parties intend for this Agreement to establish the scope, ordering, pricing, confidentiality, and other commercial terms governing their relationship.

Scope of Work

Supplier shall manufacture, supply, package and deliver Products to Buyer in accordance with the specifications, quantities and schedule agreed by the parties. Supplier will perform reasonable quality control testing and provide certificates of analysis upon request.

Payment Terms

Buyer shall pay Supplier the fees for Products as set forth below. All amounts are expressed in the currency mutually agreed and are exclusive of taxes unless otherwise stated.

Invoices are due and payable within days from invoice date. Late payments shall accrue interest at or the maximum rate permitted by law, whichever is less.

Term and Termination

This Agreement commences on the Start Date set forth below and, unless earlier terminated in accordance with this Section, shall continue until the End Date set forth below.

Start Date:    End Date:

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

Confidentiality

Each party acknowledges that it may receive Confidential Information of the other party. "Confidential Information" means non-public information disclosed in any form that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information does not include information that (i) is or becomes generally known to the public through no fault of the receiving party, (ii) was rightfully known to the receiving party prior to disclosure, (iii) is rightfully received from a third party without breach of any obligation of confidentiality, or (iv) is independently developed by the receiving party without use of the disclosing party’s Confidential Information.

The receiving party shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure to employees and contractors who have a need to know and are bound by confidentiality obligations no less protective than this Agreement; and (c) exercise at least 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. Obligations under this Section survive termination of this Agreement for a period of three (3) years, except for trade secrets which shall remain protected for as long as they qualify as trade secrets.

Warranties; Indemnity; Limitation of Liability

Supplier warrants that Products delivered will materially conform to the agreed specifications at time of delivery. THE FOREGOING IS SUPPLIER’S SOLE AND EXCLUSIVE WARRANTY. EXCEPT FOR THE WARRANTY SET FORTH ABOVE, PRODUCTS ARE PROVIDED "AS IS" WITHOUT OTHER WARRANTIES, EXPRESS OR IMPLIED.

Each party shall indemnify, defend and hold harmless the other party from third-party claims arising out of the indemnifying party’s breach of this Agreement, negligence or willful misconduct. Neither party shall be liable for indirect, incidental, special or consequential damages except for liability arising from willful misconduct or gross negligence.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below without regard to its conflict of laws principles. The parties expressly consent to the exclusive jurisdiction of the courts located in that jurisdiction for any dispute arising under or related to this Agreement.

Entire Agreement

This Agreement, including any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations, representations and understandings, whether written or oral. Any amendment or modification must be in writing and signed by both parties.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party may specify in writing, and shall be deemed given when delivered in person, by nationally recognized overnight courier, or three (3) days after deposit in the U.S. mail, postage prepaid.

Miscellaneous

Neither party may assign this Agreement without the prior written consent of the other except to a successor in interest in connection with a merger, sale of substantially all assets, or change of control. If any provision is held unenforceable, the remaining provisions shall remain in full force and effect. Headings are for convenience only and shall not affect interpretation.

Supplier (Print Name):

By:

Date:

Buyer (Print Name):

By:

Date:

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What the Terps Product Agreement Covers

The Terps Product Agreement is a written contract that defines the rights, obligations, and commercial terms between a product provider and a purchaser or licensee for Terps-branded products or services. It typically specifies scope of delivery, pricing and payment terms, delivery schedules, acceptance criteria, intellectual property allocation, confidentiality, warranties, limitation of liability, and termination rights. The agreement also sets the governing law, dispute resolution process, and signature blocks for all parties. Proper completion ensures clarity about service levels, invoicing, tax treatment, and assignment rights to reduce downstream disputes and compliance risk.

Why a Clear Agreement Matters

A concise Terps Product Agreement reduces ambiguity about deliverables, pricing, and responsibilities and helps manage financial, operational, and legal risk. It creates an auditable record for procurement, accounting, and compliance reviews and supports enforceability when executed in accordance with U.S. e-signature laws.

Why a Clear Agreement Matters

Who Typically Prepares and Signs This Agreement

Multiple stakeholders participate in creation and approval of a Terps Product Agreement; each brings a specific focus during review.

  • Procurement teams who negotiate price, delivery schedules, and commercial terms for institutional or bulk purchases.
  • Legal or contracts staff who draft warranty, indemnity, IP, and termination language and confirm compliance.
  • Finance and billing teams who verify payment terms, tax treatment, and invoicing requirements.

Collaboration across procurement, legal, and finance ensures the document is complete, auditable, and ready for signature under applicable e-signature rules.

Primary Signer Profiles

Contract Manager

Typically the business lead who negotiates delivery, acceptance criteria, and service levels. Responsible for coordinating internal approvals, confirming product SKUs, and ensuring that payment and delivery milestones are consistent with purchase orders and budget allocations.

Authorized Officer

An executive or designee with legal authority to bind the purchasing or selling entity. They confirm that the business has required approvals, review indemnities and liability caps, and sign the final agreement when terms meet organizational policy.

Core Sections to Include in the Agreement

A professional Terps Product Agreement should contain clear, modular sections so obligations and remedies are easy to locate during performance and audits.

Parties

Identify legal entity names, business types, and primary contact information for each contracting party to ensure enforceability and correct billing.

Scope of Supply

Describe product SKUs, quantities, delivery schedules, acceptance testing, and documentation to avoid later disputes over performance.

Pricing and Payment

State currency, invoice timing, net terms, late fees, taxes, and any discounts or volume-based pricing formulas.

Warranties and Remedies

Specify warranty duration, remedy options, return policies, and limitations on consequential damages or punitive relief.

Intellectual Property

Allocate ownership or license rights for deliverables, customer data, and any customizations created under the agreement.

Termination and Transition

List termination triggers, notice periods, wind-down obligations, and data return or deletion procedures.

Essential Data Elements to Collect

Legal Names: Full registered entity names
Addresses: Street, city, state, ZIP
Product Identifiers: SKU or model numbers
Payment Terms: Net days and invoice method
Effective Date: MM/DD/YYYY format
Signature Blocks: Name, title, date

Step-by-Step: Completing the Agreement

Follow these sequential steps to prepare, review, and finalize the Terps Product Agreement with clear internal approvals.

  • 01
    Gather Data: Collect legal names, SKUs, prices, and delivery terms.
  • 02
    Draft Terms: Populate modular clauses for scope, payment, and warranties.
  • 03
    Internal Review: Route to legal, procurement, and finance for sign-off.
  • 04
    Execute: Obtain signatures and distribute fully executed copies.

How to Configure an Online Signing Workflow

Configure authentication, routing, and reminders to match your risk and volume requirements when using an eSignature platform.

Field Configuration
Authentication Email link, SMS code, or KBA
Routing Order Sequential or parallel signer flow
Reminder Schedule Auto-remind cadence and expiry
Storage Encrypted archival with audit trail

Document Routing and Submission Flow

A simple four-step flow helps standardize processing and ensures each party receives the executed document and audit record.

  • Upload: Sender uploads the final agreement PDF or DOCX.
  • Assign Fields: Place signature, date, and initial fields for each signer.
  • Sign: Recipients authenticate and apply e-signatures.
  • Archive: Store signed copy with audit trail and access controls.

Digital Signing and Technical Requirements

Ensure the signing platform supports required file formats, authentication, and compliance controls before initiating e-signature workflows.

  • File Formats: PDF, DOCX, and other common formats
  • Integrations: CRM, ERP, cloud storage connectors
  • Security: TLS encryption and AES-256 at rest

Choose technology that supports audit trails, per-signer authentication strength, and retention controls compatible with ESIGN and UETA; confirm HIPAA BAA when processing protected health information.

eSignature Vendor Pricing Snapshot

This comparison shows basic pricing and capability markers for common eSignature vendors; signNow is listed first to align with vendor ordering requirements.

signNow DocuSign Adobe Sign PandaDoc HelloSign
Starting Price $8/user/mo $15/user/mo $14/user/mo $19/user/mo $15/user/mo
Free Trial 7-day free trial Varies Varies Varies Varies
Bulk Send Yes (Premium+) Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No
Envelope Cap No envelope cap 100 envelopes/user/year Varies Varies Varies

Key Penalties and Risks to Consider

Incorrect TIN: Backup withholding 24%
Missing Information Returns: 1099 penalties under IRC §6721
I-9 Violations: Civil fines $281–$2,789 per violation
Unenforceable Term: Contract or clause may be voided
Data Breach: Regulatory fines and notice costs
Intentional Misreporting: Higher penalties and no annual cap

Common Mistakes People Make

  • Using informal or abbreviated legal names that do not match tax or formation records, causing payment or tax issues.
  • Leaving effective dates blank or using ambiguous phrasing for commencement, which creates disputes about when obligations start.
  • Failing to specify delivery or acceptance criteria for products, resulting in disagreements on performance and returns.
  • Relying on informal initialing instead of full execution where the agreement or state law requires formal signature or notarization.

Practical Tips for Accurate Completion

Follow consistent document standards and approval workflows to reduce signage delays and audit findings.

Standardize Templates
Use a single approved agreement template with clearly labeled variable fields so reviewers focus on commercial variables rather than drafting form language; this reduces review time and limits inconsistent clauses.
Verify Authority
Confirm signer authority and capture title and board approval if required; mismatched authority is a common ground for later challenge.
Preserve Audit Trail
Retain timestamps, IP, and authentication evidence for electronic signatures to support attribution and compliance with ESIGN and UETA.
Coordinate Finance
Ensure invoice contacts and bank details match the agreement to avoid payment delays and reconciliation errors.

Real-World Examples of Online Execution

These short examples illustrate how organizations complete similar agreements while maintaining compliance and operational speed.

Martin Properties — Rapid Execution

Martin Properties needed to process leases and vendor agreements remotely during site work.

  • They deployed an e-sign workflow and mobile signing.
  • The team reported consistent compliance and faster turnaround while preserving audit trails for every executed agreement.

BIS — Compliance Focus

BIS selected a platform with SOC 2 certification to address legal and audit requirements.

  • The vendor integrated with their ERP for routing.
  • The result was better internal controls, centralized archival, and clearer evidence for regulatory reviews.

Typical Timelines and Deadlines

Track dates that affect performance, invoicing, tax reporting, and contract renewals to avoid compliance lapses or penalties.

Effective Date:

Date when obligations begin; format MM/DD/YYYY.

Payment Due Date:

Calculate per invoice terms; often Net 30 from invoice.

Renewal Notice:

Provide notice 30–90 days before automatic renewal.

Tax Reporting:

Collect W-9 data upon request to avoid backup withholding.

Record Retention:

Preserve executed agreements according to retention schedule.

Common Questions About Executing the Agreement

Answers to frequent questions about legal validity, signatures, and post-execution steps when using electronic processes in the United States.


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