LEGAL CONTRACT SUPPLY AGREEMENT

This Supply Agreement (“Agreement”) is entered into this [Month Day, Year] (the “Effective Date”), by and between [Your Company Name], a corporation duly organized and existing under the laws of [State Name], with its principal place of business at [Your Company Address] (the “Company”), and [Second Party Name], a corporation duly organized and existing under the laws of [State Name], with its principal place of business at [Second Party Address] (the “Supplier”), collectively referred toas (the "Parties").

I. SUPPLY AND PURCHASE OF THE PRODUCTS

A. Product Description

1. The products to be supplied under this Agreement (hereinafter referred to as the “Products”) are high-quality computer hardware components, including but not limited to motherboards, processors, memory modules, hard drives, power supply units, and graphic cards.

2. The Products shall comply with all applicable standards and regulations and shall be free from any defects in workmanship and materials.

3. Any changes to the Products’ specifications must be agreed upon in writing by both Parties.

B. Supply Obligations

1. The Supplier shall supply the Products in accordance with the terms and conditions of this Agreement and any purchase orders issued by the Company.

2. The Supplier shall ensure that the Products are manufactured, packaged, and delivered in accordance with all applicable laws and regulations, and in a manner that meets or exceeds the industry standards.

C. Purchase Obligations

1. The Company shall purchase such quantities of the Products as may be required from time to time.

2. The Company shall provide the Supplier with a forecast of its requirements for the Products. The forecast will be considered non-binding unless specifically stated in writing.

II. PRICE AND PAYMENT

A. Determination of Purchase Price

1. The purchase price for the Products (hereinafter referred to as the “Purchase Price”) shall be mutually agreed upon by both Parties.

2. The Purchase Price shall be inclusive of all taxes, duties, and charges, unless otherwise specified in writing by both Parties.

3. Any changes to the Purchase Price must be agreed upon in writing by both Parties.

B. Payment Terms

1. Payments under this Agreement shall be due and payable 30 days following the date of the Supplier’s invoice, unless otherwise agreed upon by both Parties.

2. The Company shall make payments via [bank transfer] to the Supplier’s designated account.

3. Any late payments shall be subject to interest at a rate agreed upon by both Parties.

C. Invoicing

1. The Supplier shall provide the Company with a reasonably detailed invoice for each shipment or supply of Products.

2. The invoice shall include information such as the description of the Products, quantity, unit price, total amount due, and any applicable taxes or charges.

3. The Company shall notify the Supplier of any disputes or discrepancies within [15] days from the receipt of the invoice. If no such notification is made, the invoice shall be deemed accepted by the Company.

III. TERM AND TERMINATION

A. Commencement

The term of this Agreement shall commence on the Effective Date, which is the date when both Parties have signed and agreed to the terms and conditions of this Agreement.

B. Continuation

The Agreement shall continue in effect indefinitely, allowing for a long-term business relationship between the Parties. This continuation is subject to termination by either Party giving to the other Party notice in writing, allowing for flexibility and adaptability in the business relationship.

C. Termination for Breach

This Agreement may be terminated by either Party if the other Party breaches any of the terms of this Agreement. In such an event, the non-breaching Party shall provide a written notice to the breaching Party, detailing the nature of the breach and providing a reasonable cure period. This allows the breaching Party an opportunity to rectify the breach and prevent termination.

D. Termination for Convenience

Either Party may terminate this Agreement for any reason by providing written notice to the other Party. The notice period shall be as agreed upon by both Parties, providing both Parties with sufficient time to adjust their business operations accordingly.

E. Effect of Termination

Upon termination of this Agreement, all outstanding payments shall become due and payable, ensuring that all financial obligations are met. Each Party shall return or destroy the other Party’s Confidential Information, protecting the Parties’ proprietary information. The Parties shall also settle any other obligations as per the terms of this Agreement, ensuring a smooth and amicable end to the business relationship.

IV. CONFIDENTIALITY

A. Confidential Information

Confidential Information refers to any data or information that is proprietary to the Parties and not generally known to the public, whether in tangible or intangible form, whenever and however disclosed, including, but not limited to:

1. Any marketing strategies, plans, financial information, or projections, operations, sales estimates, business plans and performance results relating to the past, present or future business activities of each of the Parties, its affiliates, subsidiaries and affiliated companies;

2. Plans for products or services, and customer or supplier lists;

3. Any scientific or technical information, invention, design, process, procedure, formula, improvement, technology or method;

4. Any concepts, reports, data, know-how, works-in-progress, designs, development tools, specifications, computer software, source code, object code, flow charts, databases, inventions, information and trade secrets; and

5. Any other information that should reasonably be recognized as confidential information of each of the Parties.

B. Non-Disclosure

Both Parties agree to maintain the confidentiality of all Confidential Information received from the other Party during the course of this Agreement. Neither Party shall use any portion of the Confidential Information for any purpose other than those provided for in this Agreement.

C. Exceptions

Disclosure of Confidential Information may only be made:

1. If required by law or by a court order;

2. If the information becomes publicly available through no fault of the receiving Party;

3. If the Parties agree in writing to such disclosure; or

4. If the receiving Party can demonstrate that the information was already lawfully in its possession prior to the signing of this Agreement.

D. Obligations Upon Termination

Upon termination of this Agreement, each Party shall return to the other Party all Confidential Information, whether in written, graphic, or other tangible form, and all copies, abstracts, summaries, analyses, notes, and all other materials in any way embodying, incorporating, or based on any Confidential Information of the other Party. If requested by the disclosing Party, the receiving Party shall provide a written certification of its compliance with this Section.

V. INDEMNITY

A. Indemnification Obligation

Each Party (the “Indemnifying Party”) agrees to indemnify and hold harmless the other Party (the “Indemnified Party”), its employees, officers, and agents against any losses, damages, claims, penalties, or liabilities of any kind that may arise out of or in connection with any breach of this Agreement by the Indemnifying Party. This means that if the Indemnifying Party fails to fulfill its obligations under this Agreement, it will be responsible for any costs or damages that result.

B. Notice and Defense of Claim

1. The Indemnified Party shall promptly notify the Indemnifying Party in writing of any claim for which it seeks indemnification under this Agreement.

2. Upon receipt of such notice, the Indemnifying Party shall assume the defense of any such claim with counsel reasonably satisfactory to the Indemnified Party.

C. Settlement of Claims

The Indemnifying Party shall not settle any such claim without the Indemnified Party’s prior written consent, unless the settlement includes a full and unconditional release of the Indemnified Party from all liabilities in respect of such claim. This ensures that the Indemnified Party has a say in how the claim is resolved and protects it from any future liabilities related to the claim.

D. Cooperation

The Indemnified Party agrees to cooperate fully with the Indemnifying Party in the defense of any such claim, including providing any information or materials necessary for the Indemnifying Party to defend the claim. This cooperation is crucial for the Indemnifying Party to effectively defend against the claim.

VI. SIGNATURES

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first above written.

[Signature]

[Authorized Representative Name]

[Your Company Name]

Company

Date: [Month Day, Year]

[Signature]

[Second Party Name]

Supplier

Date: [Month Day, Year]

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