Updated Business Catalog

Updated Business Catalog

This Updated Business Catalog and Agreement (the "Catalog") is entered into effective as of by and between:

Recitals

WHEREAS, Company A is engaged in the sale, licensing and distribution of products and services as set forth in the catalog that follows and represents that the information provided herein is accurate as of the effective date; and

WHEREAS, Company B is a purchaser, reseller or business partner that relies on the catalog to evaluate available offerings and to place orders in accordance with the Payment Terms set forth below; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree that the catalog and the terms contained in this document shall govern the sale and supply of the items listed below.

Scope of Catalog and Services

The catalog lists product and service offerings, standard specifications, unit pricing and availability. The parties agree that orders placed pursuant to this Catalog will incorporate these terms unless modified in a signed writing.

Catalog Items

The following representative catalog items, unit prices and availability are included in the Catalog. Company A may add, modify or discontinue items in accordance with the Modification provisions below.

Additional items and custom configurations may be attached to this Catalog as appendices and will be incorporated by reference upon mutual written acceptance.

Payment Terms

Unless otherwise stated on an accepted order, Customer shall pay for orders in accordance with the following terms.

All payments are due net as specified in the accepted order. Company A reserves the right to suspend deliveries if payments are past due. Interest accrues on overdue amounts at the rate specified above, compounded monthly, to the maximum extent permitted by law.

Term and Termination

This Catalog shall commence on the effective date and continue until terminated as provided herein.

Either party may terminate this Catalog for cause upon written notice if the other party materially breaches any obligation and fails to cure within thirty (30) days after receipt of written notice. Termination shall not relieve either party of obligations accrued prior to termination, including payment for goods delivered and services rendered.

Confidentiality

Each party acknowledges that in the course of performance it may obtain confidential or proprietary information of the other party ("Confidential Information"). Confidential Information does not include information that is (i) already known without obligation of confidentiality, (ii) publicly available through no wrongful act, (iii) rightfully received from a third party without restriction, or (iv) independently developed without use of the disclosing party's Confidential Information.

Each receiving party shall: (a) use Confidential Information solely for purposes of exercising rights or performing obligations under this Catalog; (b) restrict disclosure to employees or contractors with a need to know and who are bound by confidentiality obligations no less protective than those herein; and (c) exercise at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care. Disclosure compelled by law is permitted only after prompt notice to the disclosing party and, where practicable, an opportunity to seek protective measures.

Modification of Catalog

Company A may revise item descriptions, pricing or availability by giving written notice to Company B. Price changes applicable to outstanding accepted orders shall be governed by the terms of those orders. Substantive amendments to the Catalog require mutual written agreement signed by authorized representatives of both parties.

Limitation of Liability

Except for liability arising from willful misconduct or gross negligence, neither party shall be liable to the other for consequential, incidental, special, or punitive damages. The aggregate liability of each party for direct damages arising from or related to this Catalog shall not exceed the total amounts paid by Company B to Company A under the applicable accepted orders in the twelve (12) months preceding the event giving rise to the claim.

Governing Law and Dispute Resolution

This Catalog shall be governed by and construed in accordance with the laws of the governing state specified above, without regard to choice of law principles. The parties agree to attempt good faith negotiation to resolve disputes prior to initiating litigation. Venue for any litigation shall be the state or federal courts located in the governing state.

Entire Agreement

This Catalog, including all accepted orders and attached appendices, constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. Any conflicting or additional terms on purchase orders or other documents issued by Company B shall be void unless separately agreed in writing by Company A.

Representations and Certifications

Each party represents and warrants that it has the full power and authority to enter into this Catalog and that the person signing below is duly authorized to bind the respective party. Each party further certifies that the information provided in this Catalog is true and correct to the best of its knowledge as of the effective date.

Notices

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