Free Confidential Supply Agreement Outline

[Insert Company Name Here]
Confidential Supply Agreement
Effective Date: [Insert Date]

1. Introduction

1.1 Parties

• Supplier: [Supplier Name, Address, Contact Details]

• Buyer: [Buyer Name, Address, Contact Details]
  

1.2 Purpose

• To establish terms and conditions under which the Supplier agrees to supply and the Buyer agrees to purchase certain products/services.
  

1.3 Definitions

• Confidential Information: Any proprietary or non-public information shared during the course of this Agreement.
  

• Products/Services: The items/services to be supplied as specified in Schedule A.

2. Supply of Products/Services

2.1 Specifications

• Detailed description of the products/services to be supplied, including quality standards and performance metrics (refer to Schedule A).
  

2.2 Orders and Forecasting

• Process for placing and amending orders.

• Forecasting obligations of the Buyer.
  

2.3 Delivery Terms

• Delivery schedule, shipping terms (e.g., INCOTERMS 2020), and responsibilities.

• Procedure for acceptance and inspection upon delivery.
  

2.4 Risk of Loss and Title Transfer

• Indicate when title and risk of loss transfer from Supplier to Buyer.

3. Pricing and Payment

3.1 Pricing

• Price per product/service and terms for price adjustments.
  

3.2 Payment Terms

• Payment methods, due dates, and applicable taxes.
  

3.3 Currency

• Specify the currency of payment.
  

3.4 Late Payment Penalties

• Interest or penalties for delayed payments.

4. Confidentiality

4.1 Obligations

• Both parties agree to keep Confidential Information secure and not disclose it to third parties.
  

4.2 Permitted Disclosures

• Situations where disclosure is allowed (e.g., legal obligations).
  

4.3 Duration

• Specify the term for confidentiality obligations (e.g., during the term of this Agreement and for [X] years after termination).
  

4.4 Return or Destruction

• Requirements to return or destroy Confidential Information upon termination.

5. Term and Termination

5.1 Term

• Specify the duration of the Agreement (e.g., [X] years or until terminated).
  

5.2 Termination for Cause

• Grounds for termination, such as breach of Agreement.
  

5.3 Termination for Convenience

• Procedure for termination without cause, including notice period.
  

5.4 Effects of Termination

• Obligations upon termination (e.g., pending payments, return of materials).

6. Representations and Warranties

6.1 Supplier Warranties

• Warranties regarding quality, compliance with laws, and intellectual property rights.
  

6.2 Buyer Warranties

• Warranties regarding payment ability and compliance with laws.
  

6.3 Disclaimers

• Disclaimer of certain warranties, if applicable.

7. Indemnification

7.1 Supplier Indemnification

• Obligations to indemnify Buyer against claims arising from defective products, IP infringement, etc.
  

7.2 Buyer Indemnification

• Obligations to indemnify Supplier against claims arising from misuse or resale of products.

8. Limitation of Liability

8.1 Exclusions

• Limitations on types of damages (e.g., indirect, incidental, punitive).
  

8.2 Cap on Liability

• Maximum liability amount under this Agreement.

9. General Provisions

9.1 Force Majeure

• Provisions for delays or non-performance due to events beyond control.
  

9.2 Assignment

• Restrictions on transferring rights and obligations under the Agreement.
  

9.3 Governing Law and Dispute Resolution

• Applicable law and forum for resolving disputes (e.g., arbitration, courts).
  

9.4 Entire Agreement

• Statement that this Agreement is the complete understanding between the parties.
  

9.5 Amendments

• Procedure for modifying the Agreement.
  

9.6 Notices

• Details on how official communications are to be sent and received.

10. Signatures

[Your Name]

[Your Company Name]

[Date]

[Buyer's Name]

[Date]

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