Supply Agreement

Supply Agreement

This Supply Sales Agreement is made on [AGREEMENT DATE] (the "Effective Date") between [PARTY A NAME], [whose principal place of residence is at / a [CORPORATE JURISDICTION] corporation with its principal place of business at [PARTY A ADDRESS]] (the "[PARTY A ABBREVIATION]") and [PARTY B NAME], [whose principal place of residence is at / a [CORPORATE JURISDICTION] corporation with its principal place of business at] [PARTY B ADDRESS]] (the "[PARTY B ABBREVIATION]").

(The capitalized terms used in this agreement, in addition to those above, are defined in section [DEFINITIONS].)

Subscription and Support Agreement

This Subscription and Support Agreement is entered into between [PARTY A NAME] with its principal place of business [PARTY A ADDRESS] ("[PARTY A]") and [PARTY B NAME] its principal place of business [PARTY B ADDRESS] ("[PARTY B]")

The parties agree to the terms of this agreement.

Support and Maintenance Agreement

This Support and Maintenance is entered into between [PARTY A NAME] with its principal place of business [PARTY A ADDRESS] ("[PARTY A]") and [PARTY B NAME] its principal place of business [PARTY B ADDRESS] ("[PARTY B]")

The parties agree to the terms of this agreement.

Amendment to [AGREEMENT NAME]

This amendment to the [AGREEMENT NAME] dated [EFFECTIVE DATE OF AGREEMENT] (the "Agreement") is made on [AMENDMENT EFFECTIVE DATE] between [PARTY A NAME], a [CORPORATE JURISDICTION] corporation with its principal place of business at [PARTY A ADDRESS] (the "[PARTY A ABBREVIATION]") and [PARTY B NAME], a [CORPORATE JURISDICTION] corporation with its principal place of business at [PARTY B ADDRESS] (the "[PARTY B ABBREVIATION]").

Secretary's Certificate / Incumbency

Filing Form: [FORM AND ACCESSION NUMBER]

File Date: 

Exhibit: 

EXECUTION VERSION

[PARTY A NAME], as [PARTY A FILING CAPACITY],

and

[PARTY B NAME], as [PARTY B FILING CAPACITY].

Carrier Service Agreement

This Carrier Service Agreement is entered into between [PARTY A NAME] with its principal place of business [PARTY A ADDRESS] ("[PARTY A]") and [PARTY B NAME] its principal place of business [PARTY B ADDRESS] ("[PARTY B]").

RECITALS:

A. [PARTY A] provides telecommunications services and equipment identified on [ATTACHMENT], attached to this agreement.

B. [PARTY B] desires to purchase, on the terms and conditions of this agreement, telecommunications services from [PARTY A].

AFFILIATE ADOPTION AGREEMENT

This Affiliate Adoption Agreement (this "Agreement"), dated as of the Adoption Effective Date in the signature block below, is between [ENTITY NAME], whose principal place of business is at [ENTITY ADDRESS] ("Program Owner"), and [AFFILIATE NAME], whose principal place of business is at [AFFILIATE ADDRESS] ("Partner Affiliate").

BACKGROUND

(A) Program Owner and ${OriginalPartner_name} ("Existing Partner") have, as the original parties, entered into the Program Owner for Work Education Commercial Partner Agreement(s), including the Product Schedule(s) and the Education Partner Program Guide ("Program Guide") (collectively, and as may be amended from time to time by Program Owner and Existing Partner, the "Existing Partner Contracts"). The Existing Partner Contracts govern Existing Partner's participation in and resale and/or supply of certain Products under the Education Partner Program ("Program").

(B) Program Owner and Partner Affiliate wish to enter into agreements pursuant to which Program Owner will allow Partner Affiliate to participate in the Program under the Existing Partner Contracts (except as amended pursuant to this Agreement), subject to Partner Affiliate meeting the requirements for participation in the Program as described in the Existing Partner Contracts (including the Program Guide).

(C) Program Owner and Existing Partner have acknowledged and agreed in the Existing Partner Contracts that Partner Affiliate may participate in the Program under certain circumstances defined in the Existing Partner Contracts (including the Program Guide).

Accordingly, in consideration of the mutual promises contained in this Agreement, Program Owner and Partner Affiliate hereby agree as follows:

Trademark License Agreement

This Trademark License Agreement is made on [EFFECTIVE DATE] (the "Effective Date") by and between [LICENSOR NAME] [whose principal place of residence is at/a [CORPORATE JURISDICTION] corporation with its principal place of business at] [LICENSOR ADDRESS] (the "Licensor") and [LICENSEE NAME], a [CORPORATE JURISDICTION] corporation with its principal place of business at [LICENSEE ADDRESS] (the "Licensee").

1. Supply and Purchase of Products. The Supplier shall supply, or cause to supply, to the Purchaser the Purchaser's requirements for Products in accordance with the terms of this agreement.

Orders

Purchase Orders. [PARTY B] shall submit all orders for Products to [PARTY A] in writing to [PARTY A]'s address listed in the introduction to this agreement, or as [PARTY A] otherwise specifies in writing (each a "Purchase Order"), and include in each Purchase Order

each Product it is ordering, identified by model or part number,

the amount of each Product it is ordering,

the unit price of each Product it is ordering,

the location for delivery, and

the delivery date, allowing reasonable time for [PARTY A] to receive, review, process the Purchase Order and ship the Products (the "Delivery Date").

Accepting, Modifying, and Rejecting Purchase Orders

By Notice. Within [seven] Business Days' of receiving a Purchase Order from [PARTY B], [PARTY A] shall accept, reject, or propose a modification to the Purchase Order by sending [PARTY B] written notice of its acceptance, rejection, or proposed modification.

Deemed Acceptance. If [PARTY A] fails to notify [PARTY B] of its acceptance, rejection, or proposed modification, [PARTY B] may deem that [PARTY A] accepted the Purchase Order.

Modification of Purchase Order. [PARTY A] may propose a modification to a Purchase Order by including in it's notice to [PARTY B] a modified Purchase Order for [PARTY B] to accept or reject according to the acceptance and rejection procedures under paragraphs [BY NOTICE] and [DEEMED ACCEPTANCE].

Cancelling Purchase Orders. [PARTY B] may, at no expense to itself, cancel part or all of a Purchase Order up to [CANCELLATION WINDOW] Business Days' before to the Delivery Date.

Orders

Purchase Orders. [PARTY B] shall submit all orders for Products to [PARTY A] in writing to [PARTY A]'s address listed in the introduction to this agreement, or as [PARTY A] otherwise specifies in writing (each a "Purchase Order"), and include in each Purchase Order

each Product it is ordering, identified by model or part number,

the amount of each Product it is ordering,

the unit price of each Product it is ordering,

the location for delivery, and

the delivery date, allowing reasonable time for [PARTY A] to receive, review, process the Purchase Order and ship the Products (the "Delivery Date").

Accepting, Modifying, and Rejecting Purchase Orders

By Notice. Within [seven] Business Days' of receiving a Purchase Order from [PARTY B], [PARTY A] shall accept, reject, or propose a modification to the Purchase Order by sending [PARTY B] written notice of its acceptance, rejection, or proposed modification.

Deemed Acceptance. If [PARTY A] fails to notify [PARTY B] of its acceptance, rejection, or proposed modification, [PARTY B] may deem that [PARTY A] accepted the Purchase Order.

Modification. [PARTY A] may propose a modification to a Purchase Order by including in it's notice to [PARTY B] a modified Purchase Order for [PARTY B] to accept or reject according to the acceptance and rejection procedures under paragraphs [BY NOTICE] and [DEEMED ACCEPTANCE].

Cancelling Purchase Orders. [PARTY B] may, at no expense to itself, cancel part or all of a Purchase Order at any time before delivery.

1.1. Forecasts

(a) Forecast. During the Term of this Agreement, the Purchaser shall provide the Supplier with a [FORECAST PERIOD MONTH] month written forecast, which shall be updated no less frequently than every [quarter/six months] on a rolling [six/twelve] month basis, of Purchaser's monthly anticipated requirements of the Items over the next [FORECAST PERIOD MONTH] months from the date of the forecast.

(b) Binding Forecasts. The first [BINDING PERIOD] months of each such forecast shall represent a binding commitment that the Purchaser intends to order the forecasted amount from the Supplier during such period.

(c) Non-Binding Forecasts. The quantities indicated for the remaining [NON BINDING PERIOD] months of such forecast shall be made to assist the Supplier in planning its production and the Purchaser in planning its sales, and shall be non-binding.

(d) [Order Minimum. The minimum order quantity in a single purchase order for any quarterly forecast period shall be [MINIMUM ORDER QUANTITY].]

1.1. Supply Forecasts. On or before the Effective Date, and thereafter on or before the last day of each calendar quarter, the Purchaser shall send the Supplier a Supply Forecast. The Supply Forecast will be a binding commitment on the PurchaserΓÇÖs behalf to purchase during the first quarter included in each Supply Forecast at least [MINIMUM PRODUCT PURCHASE PERCENTAGE]% of the quantity of the listed Product.

Delivery

Delivery[PARTY A] shall deliver the [DELIVERABLE] and title to the [DELIVERABLE] to [PARTY B] on [DATE, MONTH], at [DELIVERY LOCATION], using any applicable delivery method detailed in the [ATTACHMENT], attached to this agreement.

Risk of Loss Shifts on Shipment. [PARTY A] will remain liable for any damages, losses, or defects to the [DELIVERABLE] until [PARTY A] ships the [DELIVERABLE], after which [PARTY B] will be solely liable.  

Delivery

Delivery[PARTY A] shall deliver the [DELIVERABLE] and title to the [DELIVERABLE] to [PARTY B] on [DATE, MONTH], at [DELIVERY LOCATION], using any applicable delivery method detailed in the [ATTACHMENT], attached to this agreement.

Risk of Loss Shifts on Acceptance. [PARTY A] will remain liable for any damages, losses, or defects to the [DELIVERABLE] until [PARTY A] ships the [DELIVERABLE], after which [PARTY B] will be solely liable.  

Reasonable Efforts to Meet Delivery Date. [PARTY A] shall use reasonable efforts to deliver the [DELIVERABLE] to [PARTY B] on the delivery date specified in paragraph [DELIVERY] above.

Delivery[PARTY A] shall deliver the [DELIVERABLE] and title to the [DELIVERABLE] to [PARTY B] on [DATE, MONTH], at [DELIVERY LOCATION], using any applicable delivery method detailed in the [ATTACHMENT], attached to this agreement.

Delivery

Delivery[PARTY A] shall deliver the [DELIVERABLE] and title to the [DELIVERABLE] to [PARTY B] on [DATE, MONTH], at [DELIVERY LOCATION], using any applicable delivery method detailed in the [ATTACHMENT], attached to this agreement.

Risk of Loss Shifts on Delivery. [PARTY A] will remain liable for any damages, losses, or defects to the [DELIVERABLE] until the [DELIVERABLE] is delivered to [PARTY B], after which [PARTY B] will be solely liable.  

Delivery

Delivery[PARTY A] shall deliver the [DELIVERABLE] and title to the [DELIVERABLE] to [PARTY B] on [DATE, MONTH], at [DELIVERY LOCATION], using any applicable delivery method detailed in the [ATTACHMENT], attached to this agreement.

Risk of Loss Shifts on Delivery. [PARTY A] will remain liable for any damages, losses, or defects to the [DELIVERABLE] until the [DELIVERABLE] is delivered to [PARTY B], after which [PARTY B] will be solely liable.  

Late Fees. [PARTY A] shall pay late fees equal to $[LATE FEE PER DAY] to [PARTY B] for each day [PARTY A] fails to deliver the [DELIVERABLE] on the delivery date specified in paragraph [DELIVERY] above, unless [PARTY A]'s failure is the result of [PARTY B]'s failure to perform or default under its obligations or responsibilities under this agreement.

Liquidated Damages Statement. [PARTY A] hereby acknowledges that

the actual damages likely to result from its late delivery of the [DELIVERABLE] are difficult to estimate on entering this agreement, and would be difficult for [PARTY B] to prove on breach, and

[PARTY A]'s payment of the late fees under paragraph [LATE FEES] are intended to compensate [PARTY B] for [PARTY A]'s breach of this agreement, not to punish [PARTY A] for its breach.

1. Quality Control

1.1. Quality Control Standards. Supplier shall maintain and follow[, and shall cause its Third Party vendors to maintain and follow,] a quality control and testing program that is consistent with the quality standards defined in the Specifications (the "Quality Control Procedures").

1.1. Delivery in Compliance with Standards. Supplier shall supply the Product to Purchaser manufactured in accordance with the Quality Control Procedures.

1.1. Certification of Compliance with Standards. Each shipment of Product delivered to Purchaser shall be accompanied by a written certificate of compliance, executed by an authorized officer of Supplier, confirming that the Product is manufactured in accordance with the Quality Control Procedures ("Certificate of Compliance").

Quality Control. The Supplier shall manufacture the Products in conformity to (a) the Specifications and (b) industry-standard good manufacturing practices and quality control procedures.

1. Inspection

1.1. Inspection Right. The Purchaser may inspect the Supplier's facility(ies), technical, quality assurance and quality control records, and associated business functions related to the supply of the Product.

1.2. Inspection Notice. The Purchaser shall give the Supplier reasonable advance notice of an inspection.

1.3. Inspection Conditions. All inspections shall be conducted during normal business hours.

1. Inspection

1.1. Inspection Right. The Purchaser may inspect the Supplier facilities, reports, and records used or related to the production of the Product.

1.2. Inspection Notice. The Purchaser shall give the Supplier reasonable advance notice of an inspection.

1.3. Inspection Conditions. All inspections shall be conducted during normal business hours.

1. Inspection

1.1. Inspection Right. The Purchaser may inspect the Supplier facilities[, reports, and records] used or related to the production of the Product.

1.2. Inspection Notice. The Purchaser shall give the Supplier [NUMBER] days advance notice in writing of an inspection.

1.3. Inspection Conditions. All inspections shall be conducted during normal business hours and in such a manner as to not unreasonably disrupt business operations.

1. Inspection

1.1. Inspection Right. Purchaser may inspect: (i) such parts of Supplier facilities used or related to the production of the Purchased Product; and (ii) documentation relating to regulatory compliance.

1.2. Inspection Schedule. Purchaser and Supplier shall schedule inspections at mutually agreeable times.

1.3. Inspection Conditions

(a) Inspection Times All inspections shall be conducted during normal business hours and in such a manner as to not unreasonably disrupt business operations.

(b) Inspection Frequency The Purchaser's right to inspect shall be limited to [NUMBER] of inspection(s) in any [DATE RANGE] period.

(c) Other Requirements All inspectors shall be qualified technical specialists and shall comply with Supplier\'s visitation policies.

1. Inspection

1.1. Right to Inspect Supplier's Facility. The Purchaser may, on reasonable advance Notice, no more than twice during any [12] month period, and with the Supplier's consent (such consent not to be unreasonably withheld), inspect that part of the Supplier's facility engaged in the manufacture of the Products.

1.2. Conduct of Inspection. The Purchaser shall conduct any inspection at a time during normal business hours when production for the Purchaser is taking place and in a manner so as not to unreasonably disrupt the Supplier's business. During its inspection the Purchaser may view and audit the production logs for the Products. The Purchaser shall otherwise restrict the scope, manner, and duration of its inspection to what is reasonably necessary to achieve its purpose. Any costs associated with the inspection will be for the Purchaser's account.

1.3. Quality Control Checks. The Supplier shall conduct regular quality control checks of its Product production process to ensure that quality standards are upheld. The Supplier shall also provide commercially reasonable reports based on these checks to the Purchaser upon request, but no more than [two] times a year.

Acceptance

Acceptance of Delivery. [PARTY A] will be deemed to have completed its delivery obligations if

within [10] Business Days' of the Acceptance Period [PARTY B] fails to notify [PARTY A] that the [DELIVERABLE] fails to satisfy the Acceptance Criteria,

at any time after the Acceptance Period, [PARTY B] sells, runs, or otherwise uses the [DELIVERABLE] in a way a reasonable person would consider consider consistent with [PARTY B] having accepting ownership of the [DELIVERABLE] from [PARTY A], or

in [PARTY B]'s opinion the [DELIVERABLE] satisfies the Acceptance Criteria, and

[PARTY B] notifies [PARTY A] it is accepting the [DELIVERABLE].

Rejection. If in [PARTY B]'s opinion the [DELIVERABLE] does not satisfy the Acceptance Criteria

[PARTY B] shall deliver to [PARTY B] a written list detailing each failure to satisfy the Acceptance Criteria, and

[PARTY A] shall use reasonable efforts to promptly correct the [DELIVERABLE], and re-deliver the [DELIVERABLES] for [PARTY B] to re-inspect and evaluate the [DELIVERABLE].

Continued Failure. If in [PARTY B]'s opinion, [PARTY A]'s corrections fail to satisfy the Acceptance Criteria [NUMBER OF FAILURES ACCEPTANCE CRITERIA] times, then [PARTY B] may either

terminate this agreement; or

adjust the Acceptance Criteria.

Acceptance Period. [PARTY B] may have [ACCEPTANCE PERIOD] Business Days' after the date of the delivery or installation of the [DELIVERABLE] to inspect and evaluate the [DELIVERABLE] (the "Acceptance Period").

Acceptance Criteria. The Acceptance Criteria are the specifications the [DELIVERABLE] must meet for [PARTY A] to comply with its requirements and obligations, and detailed in [ATTACHMENT], attached to this agreement.

Acceptance

Acceptance of Delivery. [PARTY A] will be deemed to have completed its delivery obligations if

in [PARTY B]'s opinion, the [DELIVERABLE] satisfies the Acceptance Criteria, and

[PARTY B] notifies [PARTY A] in writing that it is accepting the [DELIVERABLE].

Inspection and Notice. [PARTY B] will have [INSPECTION PERIOD] Business Days' to inspect and evaluate the [DELIVERABLE] on the delivery date before notifying [PARTY A] that it is either accepting or rejecting the [DELIVERABLE]

Rejection. If in [PARTY B]'s opinion the [DELIVERABLE] do not satisfy the Acceptance Criteria

[PARTY B] shall deliver to [PARTY A] a written list detailing each failure to satisfy the Acceptance Criteria, and

[PARTY A] shall use reasonable efforts to promptly correct the [DELIVERABLE], and re-deliver the [DELIVERABLE] for [PARTY B] to re-inspect and evaluate the [DELIVERABLES] before accepting or rejecting the re-delivery.

 Continued Failure. If in [PARTY B]'s opinion, [PARTY A]'s corrections fail to satisfy the Acceptance Criteria [NUMBER OF FAILURES ACCEPTANCE CRITERIA] times, [PARTY B] may either

terminate this agreement, or

adjust the Acceptance Criteria.

Acceptance Criteria. The Acceptance Criteria are the specifications the [DELIVERABLE] must meet for [PARTY A] to comply with its requirements and obligations, and detailed in [ATTACHMENT], attached to this agreement.

Acceptance

Acceptance of Delivery. [PARTY A] will be deemed to have completed its delivery obligations if

in [PARTY B]'s opinion, the [DELIVERABLE] satisfies the Acceptance Criteria, and

[PARTY B] notifies [PARTY A] in writing that it is accepting the [DELIVERABLE].

Inspection and Notice. [PARTY B] will have [INSPECTION PERIOD] Business Days' to inspect and evaluate the [DELIVERABLE] on the delivery date before notifying [PARTY A] that it is either accepting or rejecting the [DELIVERABLE]

Acceptance Criteria. The "Acceptance Criteria" are the specifications the [DELIVERABLES] must meet for the [PARTY A] to comply with its requirements and obligations under this agreement, detailed in [ATTACHMENT], attached to this agreement.

Acceptance

Acceptance of Delivery. [PARTY A] will be deemed to have completed its delivery obligations if

in [PARTY B]'s opinion, the [DELIVERABLE] satisfies the Acceptance Criteria, and

[PARTY B] notifies [PARTY A] in writing that it is accepting the [DELIVERABLE].

Inspection and Notice. [PARTY B] will have [INSPECTION PERIOD] Business Days' to inspect and evaluate the [DELIVERABLE] on the delivery date before notifying [PARTY A] that it is either accepting or rejecting the [DELIVERABLE]

Rejection. If in [PARTY B]'s opinion the [DELIVERABLE] does not satisfy the Acceptance Criteria

[PARTY B] shall deliver to [PARTY A] a written list detailing each failure to satisfy the Acceptance Criteria, and

[PARTY A] shall use reasonable efforts to promptly correct the [DELIVERABLE], and re-deliver the [DELIVERABLE] for[PARTY B] to re-inspect and evaluate the [DELIVERABLE] before accepting or rejecting the re-delivery.

Continued Failure. If in [PARTY B]'s opinion, [PARTY A]'s corrections fail to satisfy the Acceptance Criteria [NUMBER OF FAILURES ACCEPTANCE CRITERIA] times, [PARTY B] may either

terminate this agreement, or

adjust the Acceptance Criteria, and

require [PARTY A] to pay the Adjustment Fee.

Adjustment Fee. "Adjustment Fee" means $[ADJUSTMENT FEE].

Liquidated Damages Statement. [PARTY A] acknowledges that

the actual damages likely to result from the late delivery of the [DELIVERABLE], due to [PARTY A]'s failure to comply with the Acceptance Criteria, are difficult to estimate when entering this agreement and would be difficult for [PARTY B] to prove,

the parties intend that [PARTY A]'s payment of the Adjustment Fees would serve to compensate [PARTY B] for [PARTY A]'s failure to timely deliver [DELIVERABLE] that complies with the Acceptance Criteria, not to serve as punishment for any such breach by [PARTY A].

Acceptance Criteria. The Acceptance Criteria are the specifications the [DELIVERABLE] must meet for [PARTY A] to comply with its requirements and obligations, and detailed in [ATTACHMENT], attached to this agreement.

Recalls[PARTY B] shall promptly comply with any recalls of the Product issued by [PARTY A] or any applicable Governmental Authority.

1. Pricing

1.1. Product Prices. The initial prices for all Products are set forth in Schedule A. All prices are FOB the Supplier's designated shipping point.

1.2. Updated Price List. The Supplier shall update its price list each calendar quarter and give Notice of the updated list to the Purchaser no later than [15] days before the end of each calendar quarter.

Purchase Price. [PARTY B] shall pay the Purchase Price to [PARTY A]

in full,

on [[DATE, MONTH] / delivery and [PARTY B]'s acceptance (after [PARTY B] has reasonable opportunity to inspect, at its own expense)],

in immediately available funds, and

to the account [PARTY A] lists directly below:

Account Number:

Routing Number:

Purchase Price[PARTY B] shall pay the Purchase Price

in an initial down payment of $[DOWN PAYMENT AMOUNT] due on [[DATE, MONTH] / the date of this agreement], and

with the remaining payment of $[REMAINING PAYMENT AMOUNT] due on [[DATE, MONTH] / delivery and [PARTY B]'s acceptance (after [PARTY B] has reasonable opportunity to inspect, at its own expense)],

both payment made in immediately available funds, and

to the account [PARTY A] lists immediately below:

Account Number:

Routing Number:

Invoicing and Payment

Invoice Delivery. [PARTY A] shall deliver its invoices for payment to [PARTY B] [bi-weekly / monthly].

Invoice Procedure and Requirements. [PARTY A] shall 

make each invoice to [PARTY B] in writing, with each invoice including

 an invoice number,

 the invoice date and accounting period,

 the total amount due,

 the routing number, direct deposit number, or address the payment should be made to, and

 the accounting that details the specific sales, deliverables, services, or other work the invoice is for, and

send each invoice to the recipient [PARTY B] specifies directly below:

Name:

Title:

Mailing Address:

Email Address:

Payment. [PARTY B] shall pay the Compensation specified in the invoice

within [PAYMENT DEADLINE] Business Days' after receiving each invoice, 

in immediately available funds, and

to the account or address [PARTY A] specifies in the invoice.

Purchase Price

Paid in Installments[PARTY B] shall pay the Purchase Price to [PARTY A]

in installments, in the amounts and according to the schedule listed below,

in immediately available funds, and

to the account [PARTY A] lists directly below:

Account Number:

Routing Number:

Installment Amounts and Schedule

First Installment: $[FIRST INSTALLMENT AMOUNT], due [FIRST INSTALLMENT DUE DATE]

Second Installment: $[SECOND INSTALLMENT AMOUNT], due [SECOND INSTALLMENT DUE DATE]

Third Installment: $[THIRD INSTALLMENT AMOUNT], due [THIRD INSTALLMENT DUE DATE]

Fourth Installment: $[FOURTH INSTALLMENT AMOUNT], due [FOURTH INSTALLMENT DUE DATE]

FIFTH Installment: $[FIFTH INSTALLMENT AMOUNT], due [FIFTH INSTALLMENT DUE DATE]

[INCLUDE ADDITIONAL INSTALLMENT AMOUNTS AND DATES AS NECESSARY]

Purchase Price

Deposit Purchase Price. Within three Business Days after the Effective Date, [PARTY B] shall deposit the Purchase Price with the third party escrow agent, namely [NAME OF ESCROW AGENT] (the "Escrow Agent").

Termination for Failure to Deposit. If [PARTY B] does not deposit the Purchase Price with the Escrow Agent within three Business Days' after the Effective Date, [PARTY A] may terminate this agreement with immediate effect.

Release Purchase Price. The Escrow Agent shall promptly release the Purchase Price to

[PARTY A], if the [DELIVERABLE] is successfully transferred under paragraph [SUCCESSFUL TRANSFER], or

[PARTY B], if [PARTY B] terminates this agreement under paragraph [TERMINATION FOR FAILURE TO TRANSFER].

Term

Initial Term. The initial term of this agreement begins on [the Effective Date] and will continue for [TERM YEARS] years, unless terminated earlier (the "Initial Term").

Renewal Term by Notice. [PARTY B] may renew this agreement for successive renewal terms of [RENEWAL YEARS] length ("Renewal Terms"), unless terminated earlier, by giving [PARTY A] notice of the intent to renew this agreement, at least [RENEWAL NOTICE DAYS] Business Days before the end of the Current Term.

Term Definition. "Term" means either the Initial Term or the then-current Renewal Term.

Term. This agreement begins on [the Effective Date / [DATE, MONTH]], and will continue until terminated (the "Term").

Term. This agreement begins on [the Effective Date] and will continue until [CONDITION / EVENT / FULFILLMENT OF ORDER / COMPLETION OF SERVICES], unless terminated earlier (the "Term").

Term. This agreement will commence on [the Effective Date / [DATE, MONTH]], and will continue for [TERM MONTHS] months unless terminated earlier (the "Term").

Term

Initial Term. The initial term of this agreement will begin on [the Effective Date] and continue for [TERM MONTHS] months, unless terminated earlier (the "Initial Term").

Automatic RenewalSubject to paragraph [ELECTION NOT TO RENEW], at the end of each Term this agreement will automatically renew for a renewal term of [RENEWAL TERM MONTHS] months, unless terminated earlier ("Renewal Term").

Election Not to Renew. Either party may elect not to renew this agreement, by providing notice to the other party at least [NON-RENEWAL NOTICE PERIOD] Business Days' before the end of the Term.

Term Definition. "Term" means either the Initial Term or the then-current Renewal Term.

Mutual Representations

Authority and Capacity. The parties have the authority and capacity to enter into this agreement.

Execution and Delivery. The parties have executed and delivered this agreement.

Enforceability. This agreement constitutes a legal, valid, and binding obligation, enforceable against the parties according to its terms.

No Conflicts. Neither party is under any restriction or obligation that may affect the performance of its obligations under this agreement.

Mutual Representations

Existence. The parties are corporations incorporated and existing under the laws of the jurisdictions of their respective incorporation.

Authority and Capacity. The parties have the authority and capacity to enter into this agreement.

Execution and Delivery. The parties have duly executed and delivered this agreement.

Enforceability. This agreement constitutes a legal, valid, and binding obligation, enforceable against the parties in accordance with its terms.

No ConflictsNeither party is under any restriction or obligation that may affect the performance of its obligations under this agreement.

Representations

Authority and Capacity. The parties have the authority and capacity to enter into this agreement.

Execution and Delivery. The parties have executed and delivered this agreement.

Enforceability. This agreement constitutes a legal, valid, and binding obligation, enforceable against the parties according to its terms.

No Restrictions[Except as disclosed in their respective disclosure schedule,] neither party is under any restriction or obligation that would affect the performance of their obligations under this agreement.

No Conflicts. [Except as disclosed in their respective disclosure schedule, ]Neither party's execution, delivery, and performance of this agreement will not result in its violation or breach of, or conflict with any

provision of its articles of incorporation or bylaws,

applicable Law or Order, or

other [Material Contract / agreement] it is a party to.

Limited Warranty

Warranty[PARTY B] warrants that the Products

will be free from material defects, 

are made with workmanlike quality, and

will conform, within normal commercial tolerances, to the applicable specifications.

Replacement Products. Subject to paragraphs [NOTICE REQUIREMENT] and [EXCLUSIONS] directly below, [PARTY B]'s sole remedy for breach of this limited warranty will be [PARTY A] providing [PARTY B] with a replacement Product, at [PARTY A]'s sole expense.

Notice Requirement[PARTY A] will only be required to replace Products under paragraph [REPLACEMENT PRODUCTS] if it receives written notice from [PARTY B] of such defect or nonconformity within 90 days after the delivery of the Products.

ExclusionsThis warranty does not extend to any Product [PARTY B] abuses, neglects, misuses according to the applicable documentation or specifications, or to any Product [PARTY B] has had repaired or altered by a Person other than [PARTY A].

5. Title and Risk of Loss. The risk of loss or damage and title for hardware products will pass upon delivery to the Customer or its designee. Where permitted by law, the Supplier retains a security interest in products sold until full payment is received.

Intellectual Property Ownership. Subject to any license explicitly granted under this agreement, necessary for [PARTY B]'s use of a Product that incorporates software, no transfer of any right, interest, or ownership of any Intellectual Property will occur under this agreement. 

Confidentiality

Confidentiality Obligation. The receiving party shall hold in confidence all Confidential Information disclosed by the disclosing party to the receiving party.

Use Solely for Purpose. A receiving party may only use the Confidential Information according to the terms of this agreement[ and solely for the Purpose].

Non-Disclosure[PARTY B] may not disclose Confidential Information, [the existence of this agreement, the Transaction, or the Purpose], except to the extent allowed under paragraphs [PERMITTED DISCLOSURE] and [REQUIRED DISCLOSURE].

Permitted Disclosure. [PARTY B] may disclose Confidential Information to its Representatives

if and to the extent that [PARTY A] consents in writing to such disclosure, or

to the [PARTY B]'s officers, directors, employees, Affiliates, or Representatives who

need to know the Confidential Information in connection with the Purpose,

have been informed of the confidentiality obligations of this agreement, and 

agree comply with the confidentiality obligations of this agreement.

Required Disclosure. [PARTY B] may disclose Confidential Information if it is required to do so by Law but only if [PARTY B]

gives [PARTY A] Notice to allow it a reasonable opportunity to either seek a protective order or other appropriate remedy or waive the recipient's compliance with the confidentiality obligations,

reasonably cooperates with [PARTY A] in its reasonable efforts to obtain a protective order or other appropriate remedy,

discloses only that portion of the Confidential Information that, having consulted with its counsel, it is legally required to disclose, and

uses reasonable efforts to obtain reliable written assurance from the third party that the Confidential Information will be kept confidential.

Standard of Care. In protecting the Confidential Information, [PARTY B] shall exercise at least the same degree of care as it uses with its own Confidential Information, but in no event less than reasonable care.

Burden of Proof. [PARTY B] will have the burden of proof relating to all exceptions to the definition of Confidential Information.

No Copies. [PARTY B] may not copy, record, or otherwise reproduce any Confidential Information.

No Modification of Confidential Information. [PARTY B] will not copy, decompile, modify, reverse engineer, or create derivative works out of any Confidential Information without [PARTY A]'s written consent.

Confidentiality

Confidentiality Obligation. The receiving party shall hold in confidence all Confidential Information disclosed by the disclosing party to the receiving party.

Use Solely for Purpose. A receiving party may only use the Confidential Information according to the terms of this agreement[ and solely for the Purpose].

Non-DisclosureA receiving party may not disclose Confidential Information, [the existence of this agreement, the Transaction, or the Purpose] to any third party, except to the extent allowed under paragraphs [PERMITTED DISCLOSURE] and [REQUIRED DISCLOSURE].

Permitted Disclosure. A receiving party may disclose Confidential Information to its Representatives

if and to the extent that the disclosing party consents in writing to such disclosure, or

to the receiving party's officers, directors, employees, Affiliates, or Representatives who

need to know the Confidential Information in connection with the Purpose,

have been informed of the confidentiality obligations of this agreement, and 

agree comply with the confidentiality obligations of this agreement.

Required Disclosure. The receiving party may disclose Confidential Information if it is required to do so by Law but only if the receiving party

gives the disclosing party Notice to allow it a reasonable opportunity to either seek a protective order or other appropriate remedy or waive the recipient's compliance with the confidentiality obligations,

reasonably cooperates with the disclosing party in its reasonable efforts to obtain a protective order or other appropriate remedy,

discloses only that portion of the Confidential Information that, having consulted with its counsel, it is legally required to disclose, and

uses reasonable efforts to obtain reliable written assurance from the third party that the Confidential Information will be kept confidential.

Standard of Care. In protecting the Confidential Information, the receiving party shall exercise at least the same degree of care as it uses with its own Confidential Information, but in no event less than reasonable care.

Burden of Proof. The receiving party will have the burden of proof relating to all exceptions to the definition of Confidential Information.

No Copies. A receiving party may not copy, record, or otherwise reproduce any Confidential Information.

No Modification of Confidential Information. The receiving party will not copy, decompile, modify, reverse engineer, or create derivative works out of any Confidential Information without the disclosing party's written consent.

Confidentiality Obligations. The parties shall continue to be bound by the terms of the non-disclosure agreement between the parties, dated [DATE] and attached to this agreement on [ATTACHMENT].

Non-Disclosure of Agreement. Neither party will disclose the terms or existence of this agreement to any third party, unless the other party gives written consent to the disclosure.

Confidentiality

Confidentiality Obligation. The receiving party shall hold in confidence all Confidential Information disclosed by the disclosing party to the receiving party.

Use Solely for Purpose. A receiving party may only use the Confidential Information according to the terms of this agreement[ and solely for the Purpose].

Non-Disclosure[PARTY B] may not disclose Confidential Information, [the existence of this agreement, the Transaction, or the Purpose] to any third party, except to the extent

permitted by this agreement,

[PARTY A] consents to in writing, or

required by Law.

Notice. [PARTY B] shall notify [PARTY A] if it

is required by Law to disclose any Confidential Information, or

learns of any unauthorized disclosure of Confidential Information.

Confidentiality

Confidentiality Obligation. The receiving party shall hold in confidence all Confidential Information disclosed by the disclosing party to the receiving party.

Use Solely for Purpose. A receiving party may only use the Confidential Information according to the terms of this agreement[ and solely for the Purpose].

Non-DisclosureA receiving party may not disclose Confidential Information, [the existence of this agreement, the Transaction, or the Purpose] to any third party, except to the extent

permitted by this agreement

the disclosing party consents to in writing, or

required by Law.

Notice. A receiving party shall notify the disclosing party if it

is required by Law to disclose any Confidential Information, or

learns of any unauthorized disclosure of Confidential Information.

 Compliance with Laws and Procedures

Compliance with Laws. Each party shall

comply with all applicable Laws [relating to [SUBJECT MATTER OF AGREEMENT]],

keep records evidencing its compliance, and

on the other party's reasonable request, provide these records of compliance to the other party.

Compliance with Safety Procedures. Each party shall[, when on the other party's premises,] comply with the other party's reasonable safety requirements, policies, and procedures bearing on the performance of this agreement.

Notice of Non-Compliance. Each party shall notify the other party if it becomes aware of any non-compliance in connection with this section.

Compliance with Laws. Each party shall comply with all applicable Laws [relating to [SUBJECT MATTER OF AGREEMENT]].

Compliance with Laws. [PARTY B] shall

comply with all applicable Laws [relating to [SUBJECT MATTER OF AGREEMENT]],

keep records evidencing its compliance, 

on [PARTY A]'s reasonable request, provide these records of compliance to [PARTY A], and

notify [PARTY A] if it becomes aware of any non-compliance in connection with this section.

Compliance with Laws and Procedures

Compliance with Laws. [PARTY B] shall

comply with all applicable Laws [relating to [SUBJECT MATTER OF AGREEMENT]],

keep records evidencing its compliance, and

on [PARTY A]'s reasonable request, provide these records of compliance to [PARTY A].

Compliance with Safety Procedures. [When on [PARTY A]'s premises,] [PARTY B] shall comply with [PARTY A]'s reasonable safety requirements, policies, and procedures bearing on the performance of this agreement.

Notice of Non-Compliance. [PARTY B] shall notify [PARTY A] if it becomes aware of any non-compliance in connection with this section.

Compliance with Laws. Each party shall

comply with all Laws [relating to [SUBJECT MATTER OF AGREEMENT]],

keep records evidencing its compliance,

on the other party's reasonable request, provide these records of compliance to the other party, and

notify the other party if it becomes aware of any non-compliance in connection with this section.

Compliance with Laws. Each party shall

comply with all applicable Laws [relating to [SUBJECT MATTER OF AGREEMENT]], and

notify the other party if it becomes aware of any non-compliance in connection with this section.

Effect of Termination

Termination of Obligations. Subject to paragraph [PAYMENT OBLIGATIONS], on termination or expiration of this agreement, each party's rights and obligations under this agreement will cease immediately.

Payment Obligations. Even after termination or expiration of this agreement, each party shall

pay any amounts it owes to the other party, including payment obligations for services already rendered, work already performed, goods already delivered, or expenses already incurred, and

refund any payments received but not yet earned, including payments for services not rendered, work not performed, or goods not delivered, expenses forwarded.

No Further Liability. On termination or expiration of this agreement, neither party will be liable to the other party, except for liability

that arose before the termination or expiration of this agreement, or

arising after the termination or expiration of this agreement and in connection with sections [CONFIDENTIALITY][TAXES], or [TERMINATION].

Effect of Termination

Termination of Obligations. Subject to paragraph [PAYMENT OBLIGATIONS], on the expiration or termination of this agreement, each party's rights and obligations under this agreement will cease immediately.

Payment Obligations. On the expiration or termination of this agreement, each party shall

pay any amounts it owes to the other party, including payment obligations for services already rendered, work already performed, goods already delivered, or expenses already incurred, and

refund any payments received but not yet earned, including payments for services not rendered, work not performed, or goods not delivered, expenses forwarded.

Indemnification

Indemnification by [PARTY B]. [PARTY B] (as an indemnifying party) shall indemnify [PARTY A] (as an indemnified party) against all losses and expenses arising out of any proceeding

brought by either a third party or [PARTY A], and 

arising out of [PARTY B]'s breach of its obligations, representations, warranties, or covenants under this agreement, or

arising out of [PARTY B]'s misuse or unauthorized modification of the Products or damage to the Products caused by [PARTY B]or its employees, agents, or customers.

Mutual Indemnification. Each party (as an indemnifying party) shall indemnify the other (as an indemnified party) against all losses arising out of any proceeding

brought by either a third party or an indemnified party, and

arising out of the indemnifying party's willful misconduct or gross negligence.

Notice and Failure to Notify

Notice Requirement. Before bringing a claim for indemnification, the indemnified party shall

notify the indemnifying party of the indemnifiable proceeding, and

deliver to the indemnifying party all legal pleadings and other documents reasonably necessary to indemnify or defend the indemnifiable proceeding.

Failure to Notify. If the indemnified party fails to notify the indemnifying party of the indemnifiable proceeding, the indemnifying will be relieved of its indemnification obligations to the extent it was prejudiced by the indemnified party's failure.

Exclusive Remedy. The parties' right to indemnification is the exclusive remedy available in connection with the indemnifiable proceedings described in this section [INDEMNIFICATION].

This agreement has been signed by the parties.

[PARTY A NAME]

Name: [PARTY A SIGNATORY NAME]

Title: [PARTY A SIGNATORY TITLE]

[PARTY B NAME]

Name: [PARTY B SIGNATORY NAME]

Title: [PARTY B SIGNATORY TITLE]

Supply Agreement

This Supply Sales Agreement is made on [AGREEMENT DATE] (the "Effective Date") between [PARTY A NAME], [whose principal place of residence is at / a [CORPORATE JURISDICTION] corporation with its principal place of business at [PARTY A ADDRESS]] (the "[PARTY A ABBREVIATION]") and [PARTY B NAME], [whose principal place of residence is at / a [CORPORATE JURISDICTION] corporation with its principal place of business at] [PARTY B ADDRESS]] (the "[PARTY B ABBREVIATION]").

(The capitalized terms used in this agreement, in addition to those above, are defined in section [DEFINITIONS].)

Subscription and Support Agreement

This Subscription and Support Agreement is entered into between [PARTY A NAME] with its principal place of business [PARTY A ADDRESS] ("[PARTY A]") and [PARTY B NAME] its principal place of business [PARTY B ADDRESS] ("[PARTY B]")

The parties agree to the terms of this agreement.

Support and Maintenance Agreement

This Support and Maintenance is entered into between [PARTY A NAME] with its principal place of business [PARTY A ADDRESS] ("[PARTY A]") and [PARTY B NAME] its principal place of business [PARTY B ADDRESS] ("[PARTY B]")

The parties agree to the terms of this agreement.

Amendment to [AGREEMENT NAME]

This amendment to the [AGREEMENT NAME] dated [EFFECTIVE DATE OF AGREEMENT] (the "Agreement") is made on [AMENDMENT EFFECTIVE DATE] between [PARTY A NAME], a [CORPORATE JURISDICTION] corporation with its principal place of business at [PARTY A ADDRESS] (the "[PARTY A ABBREVIATION]") and [PARTY B NAME], a [CORPORATE JURISDICTION] corporation with its principal place of business at [PARTY B ADDRESS] (the "[PARTY B ABBREVIATION]").

Secretary's Certificate / Incumbency

Filing Form: [FORM AND ACCESSION NUMBER]

File Date: 

Exhibit: 

EXECUTION VERSION

[PARTY A NAME], as [PARTY A FILING CAPACITY],

and

[PARTY B NAME], as [PARTY B FILING CAPACITY].

Carrier Service Agreement

This Carrier Service Agreement is entered into between [PARTY A NAME] with its principal place of business [PARTY A ADDRESS] ("[PARTY A]") and [PARTY B NAME] its principal place of business [PARTY B ADDRESS] ("[PARTY B]").

RECITALS:

A. [PARTY A] provides telecommunications services and equipment identified on [ATTACHMENT], attached to this agreement.

B. [PARTY B] desires to purchase, on the terms and conditions of this agreement, telecommunications services from [PARTY A].

AFFILIATE ADOPTION AGREEMENT

This Affiliate Adoption Agreement (this "Agreement"), dated as of the Adoption Effective Date in the signature block below, is between [ENTITY NAME], whose principal place of business is at [ENTITY ADDRESS] ("Program Owner"), and [AFFILIATE NAME], whose principal place of business is at [AFFILIATE ADDRESS] ("Partner Affiliate").

BACKGROUND

(A) Program Owner and ${OriginalPartner_name} ("Existing Partner") have, as the original parties, entered into the Program Owner for Work Education Commercial Partner Agreement(s), including the Product Schedule(s) and the Education Partner Program Guide ("Program Guide") (collectively, and as may be amended from time to time by Program Owner and Existing Partner, the "Existing Partner Contracts"). The Existing Partner Contracts govern Existing Partner's participation in and resale and/or supply of certain Products under the Education Partner Program ("Program").

(B) Program Owner and Partner Affiliate wish to enter into agreements pursuant to which Program Owner will allow Partner Affiliate to participate in the Program under the Existing Partner Contracts (except as amended pursuant to this Agreement), subject to Partner Affiliate meeting the requirements for participation in the Program as described in the Existing Partner Contracts (including the Program Guide).

(C) Program Owner and Existing Partner have acknowledged and agreed in the Existing Partner Contracts that Partner Affiliate may participate in the Program under certain circumstances defined in the Existing Partner Contracts (including the Program Guide).

Accordingly, in consideration of the mutual promises contained in this Agreement, Program Owner and Partner Affiliate hereby agree as follows:

Trademark License Agreement

This Trademark License Agreement is made on [EFFECTIVE DATE] (the "Effective Date") by and between [LICENSOR NAME] [whose principal place of residence is at/a [CORPORATE JURISDICTION] corporation with its principal place of business at] [LICENSOR ADDRESS] (the "Licensor") and [LICENSEE NAME], a [CORPORATE JURISDICTION] corporation with its principal place of business at [LICENSEE ADDRESS] (the "Licensee").

1. Supply and Purchase of Products. The Supplier shall supply, or cause to supply, to the Purchaser the Purchaser's requirements for Products in accordance with the terms of this agreement.

Orders

Purchase Orders. [PARTY B] shall submit all orders for Products to [PARTY A] in writing to [PARTY A]'s address listed in the introduction to this agreement, or as [PARTY A] otherwise specifies in writing (each a "Purchase Order"), and include in each Purchase Order

each Product it is ordering, identified by model or part number,

the amount of each Product it is ordering,

the unit price of each Product it is ordering,

the location for delivery, and

the delivery date, allowing reasonable time for [PARTY A] to receive, review, process the Purchase Order and ship the Products (the "Delivery Date").

Accepting, Modifying, and Rejecting Purchase Orders

By Notice. Within [seven] Business Days' of receiving a Purchase Order from [PARTY B], [PARTY A] shall accept, reject, or propose a modification to the Purchase Order by sending [PARTY B] written notice of its acceptance, rejection, or proposed modification.

Deemed Acceptance. If [PARTY A] fails to notify [PARTY B] of its acceptance, rejection, or proposed modification, [PARTY B] may deem that [PARTY A] accepted the Purchase Order.

Modification of Purchase Order. [PARTY A] may propose a modification to a Purchase Order by including in it's notice to [PARTY B] a modified Purchase Order for [PARTY B] to accept or reject according to the acceptance and rejection procedures under paragraphs [BY NOTICE] and [DEEMED ACCEPTANCE].

Cancelling Purchase Orders. [PARTY B] may, at no expense to itself, cancel part or all of a Purchase Order up to [CANCELLATION WINDOW] Business Days' before to the Delivery Date.

Orders

Purchase Orders. [PARTY B] shall submit all orders for Products to [PARTY A] in writing to [PARTY A]'s address listed in the introduction to this agreement, or as [PARTY A] otherwise specifies in writing (each a "Purchase Order"), and include in each Purchase Order

each Product it is ordering, identified by model or part number,

the amount of each Product it is ordering,

the unit price of each Product it is ordering,

the location for delivery, and

the delivery date, allowing reasonable time for [PARTY A] to receive, review, process the Purchase Order and ship the Products (the "Delivery Date").

Accepting, Modifying, and Rejecting Purchase Orders

By Notice. Within [seven] Business Days' of receiving a Purchase Order from [PARTY B], [PARTY A] shall accept, reject, or propose a modification to the Purchase Order by sending [PARTY B] written notice of its acceptance, rejection, or proposed modification.

Deemed Acceptance. If [PARTY A] fails to notify [PARTY B] of its acceptance, rejection, or proposed modification, [PARTY B] may deem that [PARTY A] accepted the Purchase Order.

Modification. [PARTY A] may propose a modification to a Purchase Order by including in it's notice to [PARTY B] a modified Purchase Order for [PARTY B] to accept or reject according to the acceptance and rejection procedures under paragraphs [BY NOTICE] and [DEEMED ACCEPTANCE].

Cancelling Purchase Orders. [PARTY B] may, at no expense to itself, cancel part or all of a Purchase Order at any time before delivery.

1.1. Forecasts

(a) Forecast. During the Term of this Agreement, the Purchaser shall provide the Supplier with a [FORECAST PERIOD MONTH] month written forecast, which shall be updated no less frequently than every [quarter/six months] on a rolling [six/twelve] month basis, of Purchaser's monthly anticipated requirements of the Items over the next [FORECAST PERIOD MONTH] months from the date of the forecast.

(b) Binding Forecasts. The first [BINDING PERIOD] months of each such forecast shall represent a binding commitment that the Purchaser intends to order the forecasted amount from the Supplier during such period.

(c) Non-Binding Forecasts. The quantities indicated for the remaining [NON BINDING PERIOD] months of such forecast shall be made to assist the Supplier in planning its production and the Purchaser in planning its sales, and shall be non-binding.

(d) [Order Minimum. The minimum order quantity in a single purchase order for any quarterly forecast period shall be [MINIMUM ORDER QUANTITY].]

1.1. Supply Forecasts. On or before the Effective Date, and thereafter on or before the last day of each calendar quarter, the Purchaser shall send the Supplier a Supply Forecast. The Supply Forecast will be a binding commitment on the PurchaserΓÇÖs behalf to purchase during the first quarter included in each Supply Forecast at least [MINIMUM PRODUCT PURCHASE PERCENTAGE]% of the quantity of the listed Product.

Delivery

Delivery[PARTY A] shall deliver the [DELIVERABLE] and title to the [DELIVERABLE] to [PARTY B] on [DATE, MONTH], at [DELIVERY LOCATION], using any applicable delivery method detailed in the [ATTACHMENT], attached to this agreement.

Risk of Loss Shifts on Shipment. [PARTY A] will remain liable for any damages, losses, or defects to the [DELIVERABLE] until [PARTY A] ships the [DELIVERABLE], after which [PARTY B] will be solely liable.  

Delivery

Delivery[PARTY A] shall deliver the [DELIVERABLE] and title to the [DELIVERABLE] to [PARTY B] on [DATE, MONTH], at [DELIVERY LOCATION], using any applicable delivery method detailed in the [ATTACHMENT], attached to this agreement.

Risk of Loss Shifts on Acceptance. [PARTY A] will remain liable for any damages, losses, or defects to the [DELIVERABLE] until [PARTY A] ships the [DELIVERABLE], after which [PARTY B] will be solely liable.  

Reasonable Efforts to Meet Delivery Date. [PARTY A] shall use reasonable efforts to deliver the [DELIVERABLE] to [PARTY B] on the delivery date specified in paragraph [DELIVERY] above.

Delivery[PARTY A] shall deliver the [DELIVERABLE] and title to the [DELIVERABLE] to [PARTY B] on [DATE, MONTH], at [DELIVERY LOCATION], using any applicable delivery method detailed in the [ATTACHMENT], attached to this agreement.

Delivery

Delivery[PARTY A] shall deliver the [DELIVERABLE] and title to the [DELIVERABLE] to [PARTY B] on [DATE, MONTH], at [DELIVERY LOCATION], using any applicable delivery method detailed in the [ATTACHMENT], attached to this agreement.

Risk of Loss Shifts on Delivery. [PARTY A] will remain liable for any damages, losses, or defects to the [DELIVERABLE] until the [DELIVERABLE] is delivered to [PARTY B], after which [PARTY B] will be solely liable.  

Delivery

Delivery[PARTY A] shall deliver the [DELIVERABLE] and title to the [DELIVERABLE] to [PARTY B] on [DATE, MONTH], at [DELIVERY LOCATION], using any applicable delivery method detailed in the [ATTACHMENT], attached to this agreement.

Risk of Loss Shifts on Delivery. [PARTY A] will remain liable for any damages, losses, or defects to the [DELIVERABLE] until the [DELIVERABLE] is delivered to [PARTY B], after which [PARTY B] will be solely liable.  

Late Fees. [PARTY A] shall pay late fees equal to $[LATE FEE PER DAY] to [PARTY B] for each day [PARTY A] fails to deliver the [DELIVERABLE] on the delivery date specified in paragraph [DELIVERY] above, unless [PARTY A]'s failure is the result of [PARTY B]'s failure to perform or default under its obligations or responsibilities under this agreement.

Liquidated Damages Statement. [PARTY A] hereby acknowledges that

the actual damages likely to result from its late delivery of the [DELIVERABLE] are difficult to estimate on entering this agreement, and would be difficult for [PARTY B] to prove on breach, and

[PARTY A]'s payment of the late fees under paragraph [LATE FEES] are intended to compensate [PARTY B] for [PARTY A]'s breach of this agreement, not to punish [PARTY A] for its breach.

1. Quality Control

1.1. Quality Control Standards. Supplier shall maintain and follow[, and shall cause its Third Party vendors to maintain and follow,] a quality control and testing program that is consistent with the quality standards defined in the Specifications (the "Quality Control Procedures").

1.1. Delivery in Compliance with Standards. Supplier shall supply the Product to Purchaser manufactured in accordance with the Quality Control Procedures.

1.1. Certification of Compliance with Standards. Each shipment of Product delivered to Purchaser shall be accompanied by a written certificate of compliance, executed by an authorized officer of Supplier, confirming that the Product is manufactured in accordance with the Quality Control Procedures ("Certificate of Compliance").

Quality Control. The Supplier shall manufacture the Products in conformity to (a) the Specifications and (b) industry-standard good manufacturing practices and quality control procedures.

1. Inspection

1.1. Inspection Right. The Purchaser may inspect the Supplier's facility(ies), technical, quality assurance and quality control records, and associated business functions related to the supply of the Product.

1.2. Inspection Notice. The Purchaser shall give the Supplier reasonable advance notice of an inspection.

1.3. Inspection Conditions. All inspections shall be conducted during normal business hours.

1. Inspection

1.1. Inspection Right. The Purchaser may inspect the Supplier facilities, reports, and records used or related to the production of the Product.

1.2. Inspection Notice. The Purchaser shall give the Supplier reasonable advance notice of an inspection.

1.3. Inspection Conditions. All inspections shall be conducted during normal business hours.

1. Inspection

1.1. Inspection Right. The Purchaser may inspect the Supplier facilities[, reports, and records] used or related to the production of the Product.

1.2. Inspection Notice. The Purchaser shall give the Supplier [NUMBER] days advance notice in writing of an inspection.

1.3. Inspection Conditions. All inspections shall be conducted during normal business hours and in such a manner as to not unreasonably disrupt business operations.

1. Inspection

1.1. Inspection Right. Purchaser may inspect: (i) such parts of Supplier facilities used or related to the production of the Purchased Product; and (ii) documentation relating to regulatory compliance.

1.2. Inspection Schedule. Purchaser and Supplier shall schedule inspections at mutually agreeable times.

1.3. Inspection Conditions

(a) Inspection Times All inspections shall be conducted during normal business hours and in such a manner as to not unreasonably disrupt business operations.

(b) Inspection Frequency The Purchaser's right to inspect shall be limited to [NUMBER] of inspection(s) in any [DATE RANGE] period.

(c) Other Requirements All inspectors shall be qualified technical specialists and shall comply with Supplier\'s visitation policies.

1. Inspection

1.1. Right to Inspect Supplier's Facility. The Purchaser may, on reasonable advance Notice, no more than twice during any [12] month period, and with the Supplier's consent (such consent not to be unreasonably withheld), inspect that part of the Supplier's facility engaged in the manufacture of the Products.

1.2. Conduct of Inspection. The Purchaser shall conduct any inspection at a time during normal business hours when production for the Purchaser is taking place and in a manner so as not to unreasonably disrupt the Supplier's business. During its inspection the Purchaser may view and audit the production logs for the Products. The Purchaser shall otherwise restrict the scope, manner, and duration of its inspection to what is reasonably necessary to achieve its purpose. Any costs associated with the inspection will be for the Purchaser's account.

1.3. Quality Control Checks. The Supplier shall conduct regular quality control checks of its Product production process to ensure that quality standards are upheld. The Supplier shall also provide commercially reasonable reports based on these checks to the Purchaser upon request, but no more than [two] times a year.

Acceptance

Acceptance of Delivery. [PARTY A] will be deemed to have completed its delivery obligations if

within [10] Business Days' of the Acceptance Period [PARTY B] fails to notify [PARTY A] that the [DELIVERABLE] fails to satisfy the Acceptance Criteria,

at any time after the Acceptance Period, [PARTY B] sells, runs, or otherwise uses the [DELIVERABLE] in a way a reasonable person would consider consider consistent with [PARTY B] having accepting ownership of the [DELIVERABLE] from [PARTY A], or

in [PARTY B]'s opinion the [DELIVERABLE] satisfies the Acceptance Criteria, and

[PARTY B] notifies [PARTY A] it is accepting the [DELIVERABLE].

Rejection. If in [PARTY B]'s opinion the [DELIVERABLE] does not satisfy the Acceptance Criteria

[PARTY B] shall deliver to [PARTY B] a written list detailing each failure to satisfy the Acceptance Criteria, and

[PARTY A] shall use reasonable efforts to promptly correct the [DELIVERABLE], and re-deliver the [DELIVERABLES] for [PARTY B] to re-inspect and evaluate the [DELIVERABLE].

Continued Failure. If in [PARTY B]'s opinion, [PARTY A]'s corrections fail to satisfy the Acceptance Criteria [NUMBER OF FAILURES ACCEPTANCE CRITERIA] times, then [PARTY B] may either

terminate this agreement; or

adjust the Acceptance Criteria.

Acceptance Period. [PARTY B] may have [ACCEPTANCE PERIOD] Business Days' after the date of the delivery or installation of the [DELIVERABLE] to inspect and evaluate the [DELIVERABLE] (the "Acceptance Period").

Acceptance Criteria. The Acceptance Criteria are the specifications the [DELIVERABLE] must meet for [PARTY A] to comply with its requirements and obligations, and detailed in [ATTACHMENT], attached to this agreement.

Acceptance

Acceptance of Delivery. [PARTY A] will be deemed to have completed its delivery obligations if

in [PARTY B]'s opinion, the [DELIVERABLE] satisfies the Acceptance Criteria, and

[PARTY B] notifies [PARTY A] in writing that it is accepting the [DELIVERABLE].

Inspection and Notice. [PARTY B] will have [INSPECTION PERIOD] Business Days' to inspect and evaluate the [DELIVERABLE] on the delivery date before notifying [PARTY A] that it is either accepting or rejecting the [DELIVERABLE]

Rejection. If in [PARTY B]'s opinion the [DELIVERABLE] do not satisfy the Acceptance Criteria

[PARTY B] shall deliver to [PARTY A] a written list detailing each failure to satisfy the Acceptance Criteria, and

[PARTY A] shall use reasonable efforts to promptly correct the [DELIVERABLE], and re-deliver the [DELIVERABLE] for [PARTY B] to re-inspect and evaluate the [DELIVERABLES] before accepting or rejecting the re-delivery.

 Continued Failure. If in [PARTY B]'s opinion, [PARTY A]'s corrections fail to satisfy the Acceptance Criteria [NUMBER OF FAILURES ACCEPTANCE CRITERIA] times, [PARTY B] may either

terminate this agreement, or

adjust the Acceptance Criteria.

Acceptance Criteria. The Acceptance Criteria are the specifications the [DELIVERABLE] must meet for [PARTY A] to comply with its requirements and obligations, and detailed in [ATTACHMENT], attached to this agreement.

Acceptance

Acceptance of Delivery. [PARTY A] will be deemed to have completed its delivery obligations if

in [PARTY B]'s opinion, the [DELIVERABLE] satisfies the Acceptance Criteria, and

[PARTY B] notifies [PARTY A] in writing that it is accepting the [DELIVERABLE].

Inspection and Notice. [PARTY B] will have [INSPECTION PERIOD] Business Days' to inspect and evaluate the [DELIVERABLE] on the delivery date before notifying [PARTY A] that it is either accepting or rejecting the [DELIVERABLE]

Acceptance Criteria. The "Acceptance Criteria" are the specifications the [DELIVERABLES] must meet for the [PARTY A] to comply with its requirements and obligations under this agreement, detailed in [ATTACHMENT], attached to this agreement.

Acceptance

Acceptance of Delivery. [PARTY A] will be deemed to have completed its delivery obligations if

in [PARTY B]'s opinion, the [DELIVERABLE] satisfies the Acceptance Criteria, and

[PARTY B] notifies [PARTY A] in writing that it is accepting the [DELIVERABLE].

Inspection and Notice. [PARTY B] will have [INSPECTION PERIOD] Business Days' to inspect and evaluate the [DELIVERABLE] on the delivery date before notifying [PARTY A] that it is either accepting or rejecting the [DELIVERABLE]

Rejection. If in [PARTY B]'s opinion the [DELIVERABLE] does not satisfy the Acceptance Criteria

[PARTY B] shall deliver to [PARTY A] a written list detailing each failure to satisfy the Acceptance Criteria, and

[PARTY A] shall use reasonable efforts to promptly correct the [DELIVERABLE], and re-deliver the [DELIVERABLE] for[PARTY B] to re-inspect and evaluate the [DELIVERABLE] before accepting or rejecting the re-delivery.

Continued Failure. If in [PARTY B]'s opinion, [PARTY A]'s corrections fail to satisfy the Acceptance Criteria [NUMBER OF FAILURES ACCEPTANCE CRITERIA] times, [PARTY B] may either

terminate this agreement, or

adjust the Acceptance Criteria, and

require [PARTY A] to pay the Adjustment Fee.

Adjustment Fee. "Adjustment Fee" means $[ADJUSTMENT FEE].

Liquidated Damages Statement. [PARTY A] acknowledges that

the actual damages likely to result from the late delivery of the [DELIVERABLE], due to [PARTY A]'s failure to comply with the Acceptance Criteria, are difficult to estimate when entering this agreement and would be difficult for [PARTY B] to prove,

the parties intend that [PARTY A]'s payment of the Adjustment Fees would serve to compensate [PARTY B] for [PARTY A]'s failure to timely deliver [DELIVERABLE] that complies with the Acceptance Criteria, not to serve as punishment for any such breach by [PARTY A].

Acceptance Criteria. The Acceptance Criteria are the specifications the [DELIVERABLE] must meet for [PARTY A] to comply with its requirements and obligations, and detailed in [ATTACHMENT], attached to this agreement.

Recalls[PARTY B] shall promptly comply with any recalls of the Product issued by [PARTY A] or any applicable Governmental Authority.

1. Pricing

1.1. Product Prices. The initial prices for all Products are set forth in Schedule A. All prices are FOB the Supplier's designated shipping point.

1.2. Updated Price List. The Supplier shall update its price list each calendar quarter and give Notice of the updated list to the Purchaser no later than [15] days before the end of each calendar quarter.

Purchase Price. [PARTY B] shall pay the Purchase Price to [PARTY A]

in full,

on [[DATE, MONTH] / delivery and [PARTY B]'s acceptance (after [PARTY B] has reasonable opportunity to inspect, at its own expense)],

in immediately available funds, and

to the account [PARTY A] lists directly below:

Account Number:

Routing Number:

Purchase Price[PARTY B] shall pay the Purchase Price

in an initial down payment of $[DOWN PAYMENT AMOUNT] due on [[DATE, MONTH] / the date of this agreement], and

with the remaining payment of $[REMAINING PAYMENT AMOUNT] due on [[DATE, MONTH] / delivery and [PARTY B]'s acceptance (after [PARTY B] has reasonable opportunity to inspect, at its own expense)],

both payment made in immediately available funds, and

to the account [PARTY A] lists immediately below:

Account Number:

Routing Number:

Invoicing and Payment

Invoice Delivery. [PARTY A] shall deliver its invoices for payment to [PARTY B] [bi-weekly / monthly].

Invoice Procedure and Requirements. [PARTY A] shall 

make each invoice to [PARTY B] in writing, with each invoice including

 an invoice number,

 the invoice date and accounting period,

 the total amount due,

 the routing number, direct deposit number, or address the payment should be made to, and

 the accounting that details the specific sales, deliverables, services, or other work the invoice is for, and

send each invoice to the recipient [PARTY B] specifies directly below:

Name:

Title:

Mailing Address:

Email Address:

Payment. [PARTY B] shall pay the Compensation specified in the invoice

within [PAYMENT DEADLINE] Business Days' after receiving each invoice, 

in immediately available funds, and

to the account or address [PARTY A] specifies in the invoice.

Purchase Price

Paid in Installments[PARTY B] shall pay the Purchase Price to [PARTY A]

in installments, in the amounts and according to the schedule listed below,

in immediately available funds, and

to the account [PARTY A] lists directly below:

Account Number:

Routing Number:

Installment Amounts and Schedule

First Installment: $[FIRST INSTALLMENT AMOUNT], due [FIRST INSTALLMENT DUE DATE]

Second Installment: $[SECOND INSTALLMENT AMOUNT], due [SECOND INSTALLMENT DUE DATE]

Third Installment: $[THIRD INSTALLMENT AMOUNT], due [THIRD INSTALLMENT DUE DATE]

Fourth Installment: $[FOURTH INSTALLMENT AMOUNT], due [FOURTH INSTALLMENT DUE DATE]

FIFTH Installment: $[FIFTH INSTALLMENT AMOUNT], due [FIFTH INSTALLMENT DUE DATE]

[INCLUDE ADDITIONAL INSTALLMENT AMOUNTS AND DATES AS NECESSARY]

Purchase Price

Deposit Purchase Price. Within three Business Days after the Effective Date, [PARTY B] shall deposit the Purchase Price with the third party escrow agent, namely [NAME OF ESCROW AGENT] (the "Escrow Agent").

Termination for Failure to Deposit. If [PARTY B] does not deposit the Purchase Price with the Escrow Agent within three Business Days' after the Effective Date, [PARTY A] may terminate this agreement with immediate effect.

Release Purchase Price. The Escrow Agent shall promptly release the Purchase Price to

[PARTY A], if the [DELIVERABLE] is successfully transferred under paragraph [SUCCESSFUL TRANSFER], or

[PARTY B], if [PARTY B] terminates this agreement under paragraph [TERMINATION FOR FAILURE TO TRANSFER].

Term

Initial Term. The initial term of this agreement begins on [the Effective Date] and will continue for [TERM YEARS] years, unless terminated earlier (the "Initial Term").

Renewal Term by Notice. [PARTY B] may renew this agreement for successive renewal terms of [RENEWAL YEARS] length ("Renewal Terms"), unless terminated earlier, by giving [PARTY A] notice of the intent to renew this agreement, at least [RENEWAL NOTICE DAYS] Business Days before the end of the Current Term.

Term Definition. "Term" means either the Initial Term or the then-current Renewal Term.

Term. This agreement begins on [the Effective Date / [DATE, MONTH]], and will continue until terminated (the "Term").

Term. This agreement begins on [the Effective Date] and will continue until [CONDITION / EVENT / FULFILLMENT OF ORDER / COMPLETION OF SERVICES], unless terminated earlier (the "Term").

Term. This agreement will commence on [the Effective Date / [DATE, MONTH]], and will continue for [TERM MONTHS] months unless terminated earlier (the "Term").

Term

Initial Term. The initial term of this agreement will begin on [the Effective Date] and continue for [TERM MONTHS] months, unless terminated earlier (the "Initial Term").

Automatic RenewalSubject to paragraph [ELECTION NOT TO RENEW], at the end of each Term this agreement will automatically renew for a renewal term of [RENEWAL TERM MONTHS] months, unless terminated earlier ("Renewal Term").

Election Not to Renew. Either party may elect not to renew this agreement, by providing notice to the other party at least [NON-RENEWAL NOTICE PERIOD] Business Days' before the end of the Term.

Term Definition. "Term" means either the Initial Term or the then-current Renewal Term.

Mutual Representations

Authority and Capacity. The parties have the authority and capacity to enter into this agreement.

Execution and Delivery. The parties have executed and delivered this agreement.

Enforceability. This agreement constitutes a legal, valid, and binding obligation, enforceable against the parties according to its terms.

No Conflicts. Neither party is under any restriction or obligation that may affect the performance of its obligations under this agreement.

Mutual Representations

Existence. The parties are corporations incorporated and existing under the laws of the jurisdictions of their respective incorporation.

Authority and Capacity. The parties have the authority and capacity to enter into this agreement.

Execution and Delivery. The parties have duly executed and delivered this agreement.

Enforceability. This agreement constitutes a legal, valid, and binding obligation, enforceable against the parties in accordance with its terms.

No ConflictsNeither party is under any restriction or obligation that may affect the performance of its obligations under this agreement.

Representations

Authority and Capacity. The parties have the authority and capacity to enter into this agreement.

Execution and Delivery. The parties have executed and delivered this agreement.

Enforceability. This agreement constitutes a legal, valid, and binding obligation, enforceable against the parties according to its terms.

No Restrictions[Except as disclosed in their respective disclosure schedule,] neither party is under any restriction or obligation that would affect the performance of their obligations under this agreement.

No Conflicts. [Except as disclosed in their respective disclosure schedule, ]Neither party's execution, delivery, and performance of this agreement will not result in its violation or breach of, or conflict with any

provision of its articles of incorporation or bylaws,

applicable Law or Order, or

other [Material Contract / agreement] it is a party to.

Limited Warranty

Warranty[PARTY B] warrants that the Products

will be free from material defects, 

are made with workmanlike quality, and

will conform, within normal commercial tolerances, to the applicable specifications.

Replacement Products. Subject to paragraphs [NOTICE REQUIREMENT] and [EXCLUSIONS] directly below, [PARTY B]'s sole remedy for breach of this limited warranty will be [PARTY A] providing [PARTY B] with a replacement Product, at [PARTY A]'s sole expense.

Notice Requirement[PARTY A] will only be required to replace Products under paragraph [REPLACEMENT PRODUCTS] if it receives written notice from [PARTY B] of such defect or nonconformity within 90 days after the delivery of the Products.

ExclusionsThis warranty does not extend to any Product [PARTY B] abuses, neglects, misuses according to the applicable documentation or specifications, or to any Product [PARTY B] has had repaired or altered by a Person other than [PARTY A].

5. Title and Risk of Loss. The risk of loss or damage and title for hardware products will pass upon delivery to the Customer or its designee. Where permitted by law, the Supplier retains a security interest in products sold until full payment is received.

Intellectual Property Ownership. Subject to any license explicitly granted under this agreement, necessary for [PARTY B]'s use of a Product that incorporates software, no transfer of any right, interest, or ownership of any Intellectual Property will occur under this agreement. 

Confidentiality

Confidentiality Obligation. The receiving party shall hold in confidence all Confidential Information disclosed by the disclosing party to the receiving party.

Use Solely for Purpose. A receiving party may only use the Confidential Information according to the terms of this agreement[ and solely for the Purpose].

Non-Disclosure[PARTY B] may not disclose Confidential Information, [the existence of this agreement, the Transaction, or the Purpose], except to the extent allowed under paragraphs [PERMITTED DISCLOSURE] and [REQUIRED DISCLOSURE].

Permitted Disclosure. [PARTY B] may disclose Confidential Information to its Representatives

if and to the extent that [PARTY A] consents in writing to such disclosure, or

to the [PARTY B]'s officers, directors, employees, Affiliates, or Representatives who

need to know the Confidential Information in connection with the Purpose,

have been informed of the confidentiality obligations of this agreement, and 

agree comply with the confidentiality obligations of this agreement.

Required Disclosure. [PARTY B] may disclose Confidential Information if it is required to do so by Law but only if [PARTY B]

gives [PARTY A] Notice to allow it a reasonable opportunity to either seek a protective order or other appropriate remedy or waive the recipient's compliance with the confidentiality obligations,

reasonably cooperates with [PARTY A] in its reasonable efforts to obtain a protective order or other appropriate remedy,

discloses only that portion of the Confidential Information that, having consulted with its counsel, it is legally required to disclose, and

uses reasonable efforts to obtain reliable written assurance from the third party that the Confidential Information will be kept confidential.

Standard of Care. In protecting the Confidential Information, [PARTY B] shall exercise at least the same degree of care as it uses with its own Confidential Information, but in no event less than reasonable care.

Burden of Proof. [PARTY B] will have the burden of proof relating to all exceptions to the definition of Confidential Information.

No Copies. [PARTY B] may not copy, record, or otherwise reproduce any Confidential Information.

No Modification of Confidential Information. [PARTY B] will not copy, decompile, modify, reverse engineer, or create derivative works out of any Confidential Information without [PARTY A]'s written consent.

Confidentiality

Confidentiality Obligation. The receiving party shall hold in confidence all Confidential Information disclosed by the disclosing party to the receiving party.

Use Solely for Purpose. A receiving party may only use the Confidential Information according to the terms of this agreement[ and solely for the Purpose].

Non-DisclosureA receiving party may not disclose Confidential Information, [the existence of this agreement, the Transaction, or the Purpose] to any third party, except to the extent allowed under paragraphs [PERMITTED DISCLOSURE] and [REQUIRED DISCLOSURE].

Permitted Disclosure. A receiving party may disclose Confidential Information to its Representatives

if and to the extent that the disclosing party consents in writing to such disclosure, or

to the receiving party's officers, directors, employees, Affiliates, or Representatives who

need to know the Confidential Information in connection with the Purpose,

have been informed of the confidentiality obligations of this agreement, and 

agree comply with the confidentiality obligations of this agreement.

Required Disclosure. The receiving party may disclose Confidential Information if it is required to do so by Law but only if the receiving party

gives the disclosing party Notice to allow it a reasonable opportunity to either seek a protective order or other appropriate remedy or waive the recipient's compliance with the confidentiality obligations,

reasonably cooperates with the disclosing party in its reasonable efforts to obtain a protective order or other appropriate remedy,

discloses only that portion of the Confidential Information that, having consulted with its counsel, it is legally required to disclose, and

uses reasonable efforts to obtain reliable written assurance from the third party that the Confidential Information will be kept confidential.

Standard of Care. In protecting the Confidential Information, the receiving party shall exercise at least the same degree of care as it uses with its own Confidential Information, but in no event less than reasonable care.

Burden of Proof. The receiving party will have the burden of proof relating to all exceptions to the definition of Confidential Information.

No Copies. A receiving party may not copy, record, or otherwise reproduce any Confidential Information.

No Modification of Confidential Information. The receiving party will not copy, decompile, modify, reverse engineer, or create derivative works out of any Confidential Information without the disclosing party's written consent.

Confidentiality Obligations. The parties shall continue to be bound by the terms of the non-disclosure agreement between the parties, dated [DATE] and attached to this agreement on [ATTACHMENT].

Non-Disclosure of Agreement. Neither party will disclose the terms or existence of this agreement to any third party, unless the other party gives written consent to the disclosure.

Confidentiality

Confidentiality Obligation. The receiving party shall hold in confidence all Confidential Information disclosed by the disclosing party to the receiving party.

Use Solely for Purpose. A receiving party may only use the Confidential Information according to the terms of this agreement[ and solely for the Purpose].

Non-Disclosure[PARTY B] may not disclose Confidential Information, [the existence of this agreement, the Transaction, or the Purpose] to any third party, except to the extent

permitted by this agreement,

[PARTY A] consents to in writing, or

required by Law.

Notice. [PARTY B] shall notify [PARTY A] if it

is required by Law to disclose any Confidential Information, or

learns of any unauthorized disclosure of Confidential Information.

Confidentiality

Confidentiality Obligation. The receiving party shall hold in confidence all Confidential Information disclosed by the disclosing party to the receiving party.

Use Solely for Purpose. A receiving party may only use the Confidential Information according to the terms of this agreement[ and solely for the Purpose].

Non-DisclosureA receiving party may not disclose Confidential Information, [the existence of this agreement, the Transaction, or the Purpose] to any third party, except to the extent

permitted by this agreement

the disclosing party consents to in writing, or

required by Law.

Notice. A receiving party shall notify the disclosing party if it

is required by Law to disclose any Confidential Information, or

learns of any unauthorized disclosure of Confidential Information.

 Compliance with Laws and Procedures

Compliance with Laws. Each party shall

comply with all applicable Laws [relating to [SUBJECT MATTER OF AGREEMENT]],

keep records evidencing its compliance, and

on the other party's reasonable request, provide these records of compliance to the other party.

Compliance with Safety Procedures. Each party shall[, when on the other party's premises,] comply with the other party's reasonable safety requirements, policies, and procedures bearing on the performance of this agreement.

Notice of Non-Compliance. Each party shall notify the other party if it becomes aware of any non-compliance in connection with this section.

Compliance with Laws. Each party shall comply with all applicable Laws [relating to [SUBJECT MATTER OF AGREEMENT]].

Compliance with Laws. [PARTY B] shall

comply with all applicable Laws [relating to [SUBJECT MATTER OF AGREEMENT]],

keep records evidencing its compliance, 

on [PARTY A]'s reasonable request, provide these records of compliance to [PARTY A], and

notify [PARTY A] if it becomes aware of any non-compliance in connection with this section.

Compliance with Laws and Procedures

Compliance with Laws. [PARTY B] shall

comply with all applicable Laws [relating to [SUBJECT MATTER OF AGREEMENT]],

keep records evidencing its compliance, and

on [PARTY A]'s reasonable request, provide these records of compliance to [PARTY A].

Compliance with Safety Procedures. [When on [PARTY A]'s premises,] [PARTY B] shall comply with [PARTY A]'s reasonable safety requirements, policies, and procedures bearing on the performance of this agreement.

Notice of Non-Compliance. [PARTY B] shall notify [PARTY A] if it becomes aware of any non-compliance in connection with this section.

Compliance with Laws. Each party shall

comply with all Laws [relating to [SUBJECT MATTER OF AGREEMENT]],

keep records evidencing its compliance,

on the other party's reasonable request, provide these records of compliance to the other party, and

notify the other party if it becomes aware of any non-compliance in connection with this section.

Compliance with Laws. Each party shall

comply with all applicable Laws [relating to [SUBJECT MATTER OF AGREEMENT]], and

notify the other party if it becomes aware of any non-compliance in connection with this section.

Effect of Termination

Termination of Obligations. Subject to paragraph [PAYMENT OBLIGATIONS], on termination or expiration of this agreement, each party's rights and obligations under this agreement will cease immediately.

Payment Obligations. Even after termination or expiration of this agreement, each party shall

pay any amounts it owes to the other party, including payment obligations for services already rendered, work already performed, goods already delivered, or expenses already incurred, and

refund any payments received but not yet earned, including payments for services not rendered, work not performed, or goods not delivered, expenses forwarded.

No Further Liability. On termination or expiration of this agreement, neither party will be liable to the other party, except for liability

that arose before the termination or expiration of this agreement, or

arising after the termination or expiration of this agreement and in connection with sections [CONFIDENTIALITY][TAXES], or [TERMINATION].

Effect of Termination

Termination of Obligations. Subject to paragraph [PAYMENT OBLIGATIONS], on the expiration or termination of this agreement, each party's rights and obligations under this agreement will cease immediately.

Payment Obligations. On the expiration or termination of this agreement, each party shall

pay any amounts it owes to the other party, including payment obligations for services already rendered, work already performed, goods already delivered, or expenses already incurred, and

refund any payments received but not yet earned, including payments for services not rendered, work not performed, or goods not delivered, expenses forwarded.

Indemnification

Indemnification by [PARTY B]. [PARTY B] (as an indemnifying party) shall indemnify [PARTY A] (as an indemnified party) against all losses and expenses arising out of any proceeding

brought by either a third party or [PARTY A], and 

arising out of [PARTY B]'s breach of its obligations, representations, warranties, or covenants under this agreement, or

arising out of [PARTY B]'s misuse or unauthorized modification of the Products or damage to the Products caused by [PARTY B]or its employees, agents, or customers.

Mutual Indemnification. Each party (as an indemnifying party) shall indemnify the other (as an indemnified party) against all losses arising out of any proceeding

brought by either a third party or an indemnified party, and

arising out of the indemnifying party's willful misconduct or gross negligence.

Notice and Failure to Notify

Notice Requirement. Before bringing a claim for indemnification, the indemnified party shall

notify the indemnifying party of the indemnifiable proceeding, and

deliver to the indemnifying party all legal pleadings and other documents reasonably necessary to indemnify or defend the indemnifiable proceeding.

Failure to Notify. If the indemnified party fails to notify the indemnifying party of the indemnifiable proceeding, the indemnifying will be relieved of its indemnification obligations to the extent it was prejudiced by the indemnified party's failure.

Exclusive Remedy. The parties' right to indemnification is the exclusive remedy available in connection with the indemnifiable proceedings described in this section [INDEMNIFICATION].

This agreement has been signed by the parties.

[PARTY A NAME]

Name: [PARTY A SIGNATORY NAME]

Title: [PARTY A SIGNATORY TITLE]

[PARTY B NAME]

Name: [PARTY B SIGNATORY NAME]

Title: [PARTY B SIGNATORY TITLE]