Free Business Contract Template
Business Contract
1. Introduction
Title: Sale of Goods Agreement
Date: [Date]
Parties:
This Sale of Goods Agreement ("Agreement") is entered into as of [Date] ("Effective Date"), by and between:
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[Your Company Name], a company organized and existing under the laws of [Jurisdiction], with its principal place of business at [Your Company Address] ("Seller"), and
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[Buyer Company Name], a company organized and existing under the laws of [Jurisdiction], with its principal place of business at [Address] ("Buyer").
Hereinafter, Seller and Buyer may be collectively referred to as the "Parties" and individually as a "Party."
2. Recitals
WHEREAS, Seller is engaged in the business of manufacturing and selling [Description of Goods]; and
WHEREAS, Buyer desires to purchase such Goods from Seller.
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
3. Terms of Agreement
3.1 Scope
Seller agrees to sell and deliver the Goods as specified in Exhibit A attached hereto ("Goods"), and Buyer agrees to purchase the Goods from Seller following the terms and conditions of this Agreement.
3.2 Responsibilities:
Seller shall be responsible for manufacturing and delivering the Goods under the specifications and quantities agreed upon. Buyer shall be responsible for accepting delivery of the Goods and making timely payments as per the terms outlined in this Agreement.
3.3 Term:
This Agreement shall commence on the Effective Date and shall continue until all obligations hereunder have been fulfilled or until terminated as provided herein.
3.4 Termination:
Either Party may terminate this Agreement upon [number] days' written notice if the other Party breaches any material term of this Agreement and fails to cure such breach within the specified notice period.
4. Payment Terms
4.1 Compensation:
The total compensation for the Goods shall be as outlined in Exhibit A. Buyer shall pay the agreed-upon amount to Seller upon delivery of the Goods.
4.2 Invoicing:
Seller shall issue invoices to Buyer upon delivery of the Goods, and payment shall be made by Buyer within [number] days of receipt of the invoice.
4.3 Late Payment:
In the event of late payment, Buyer shall pay interest on the overdue amount at the rate of [rate]% per annum or the maximum rate permitted by law, whichever is lower.
5. Intellectual Property
5.1 Ownership:
Seller retains all intellectual property rights in and to the Goods, including but not limited to patents, copyrights, trademarks, and trade secrets.
5.2 Licenses:
Seller grants Buyer a non-exclusive, non-transferable license to use the Goods solely for Buyer's internal business purposes.
6. Confidentiality
6.1 Obligations:
Each Party agrees to keep confidential all proprietary and confidential information disclosed by the other Party during the term of this Agreement and for a period of [number] years thereafter.
6.2 Exceptions:
The confidentiality obligations shall not apply to information that (i) is or becomes publicly available through no fault of the receiving Party, (ii) was rightfully known to the receiving Party before disclosure, or (iii) is independently developed by the receiving Party without reference to the disclosing Party's confidential information.
7. Representations and Warranties
Seller represents and warrants that:
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The Goods shall conform to the specifications outlined in Exhibit A.
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Seller has the full right, power, and authority to enter into this Agreement and to grant the rights and licenses granted herein.
Buyer represents and warrants that:
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Buyer has the full right, power, and authority to enter into this Agreement and to perform its obligations hereunder.
8. Indemnification
Each Party agrees to indemnify, defend, and hold harmless the other Party, its affiliates, officers, directors, employees, and agents from and against any claims, damages, liabilities, costs, and expenses arising out of or related to any breach of this Agreement or any negligent or wrongful act or omission of the indemnifying Party.
9. Dispute Resolution
Any dispute arising out of or relating to this Agreement shall be resolved through negotiation between the Parties. If the Parties are unable to resolve the dispute through negotiation within [number] days, either Party may initiate legal proceedings in the courts of [Jurisdiction], which shall have exclusive jurisdiction over any such dispute.
10. Force Majeure
Neither Party shall be liable for any failure or delay in performance under this Agreement to the extent such failure or delay is caused by circumstances beyond its reasonable control, including but not limited to acts of God, acts of government, war, terrorism, civil unrest, labor disputes, or natural disasters.
11. Miscellaneous
11.1 Entire Agreement:
This Agreement constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral, relating to such subject matter.
11.2 Amendments:
Any amendments to this Agreement must be made in writing and signed by both Parties.
11.3 Severability:
If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not be affected or impaired thereby.
11.4 Governing Law:
This Agreement shall be governed by and construed under the laws of [Jurisdiction] without regard to its conflict of laws principles.
Signatures
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the Effective Date first above written.
[Your Name]
[Your Company Name]
[DATE]
[BUYER'S NAME]
[Buyer Company Name]
[DATE]
