Free Confidential Supply Agreement Outline Template
Confidential Supply Agreement Outline
[Insert Company Name Here]
Confidential Supply Agreement
Effective Date: [Insert Date]
1. Introduction
1.1 Parties
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Supplier: [Supplier Name, Address, Contact Details]
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Buyer: [Buyer Name, Address, Contact Details]
1.2 Purpose
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To establish terms and conditions under which the Supplier agrees to supply and the Buyer agrees to purchase certain products/services.
1.3 Definitions
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Confidential Information: Any proprietary or non-public information shared during the course of this Agreement.
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Products/Services: The items/services to be supplied as specified in Schedule A.
2. Supply of Products/Services
2.1 Specifications
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Detailed description of the products/services to be supplied, including quality standards and performance metrics (refer to Schedule A).
2.2 Orders and Forecasting
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Process for placing and amending orders.
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Forecasting obligations of the Buyer.
2.3 Delivery Terms
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Delivery schedule, shipping terms (e.g., INCOTERMS 2020), and responsibilities.
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Procedure for acceptance and inspection upon delivery.
2.4 Risk of Loss and Title Transfer
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Indicate when title and risk of loss transfer from Supplier to Buyer.
3. Pricing and Payment
3.1 Pricing
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Price per product/service and terms for price adjustments.
3.2 Payment Terms
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Payment methods, due dates, and applicable taxes.
3.3 Currency
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Specify the currency of payment.
3.4 Late Payment Penalties
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Interest or penalties for delayed payments.
4. Confidentiality
4.1 Obligations
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Both parties agree to keep Confidential Information secure and not disclose it to third parties.
4.2 Permitted Disclosures
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Situations where disclosure is allowed (e.g., legal obligations).
4.3 Duration
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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
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Requirements to return or destroy Confidential Information upon termination.
5. Term and Termination
5.1 Term
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Specify the duration of the Agreement (e.g., [X] years or until terminated).
5.2 Termination for Cause
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Grounds for termination, such as breach of Agreement.
5.3 Termination for Convenience
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Procedure for termination without cause, including notice period.
5.4 Effects of Termination
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Obligations upon termination (e.g., pending payments, return of materials).
6. Representations and Warranties
6.1 Supplier Warranties
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Warranties regarding quality, compliance with laws, and intellectual property rights.
6.2 Buyer Warranties
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Warranties regarding payment ability and compliance with laws.
6.3 Disclaimers
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Disclaimer of certain warranties, if applicable.
7. Indemnification
7.1 Supplier Indemnification
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Obligations to indemnify Buyer against claims arising from defective products, IP infringement, etc.
7.2 Buyer Indemnification
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Obligations to indemnify Supplier against claims arising from misuse or resale of products.
8. Limitation of Liability
8.1 Exclusions
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Limitations on types of damages (e.g., indirect, incidental, punitive).
8.2 Cap on Liability
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Maximum liability amount under this Agreement.
9. General Provisions
9.1 Force Majeure
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Provisions for delays or non-performance due to events beyond control.
9.2 Assignment
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Restrictions on transferring rights and obligations under the Agreement.
9.3 Governing Law and Dispute Resolution
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Applicable law and forum for resolving disputes (e.g., arbitration, courts).
9.4 Entire Agreement
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Statement that this Agreement is the complete understanding between the parties.
9.5 Amendments
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Procedure for modifying the Agreement.
9.6 Notices
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Details on how official communications are to be sent and received.
10. Signatures
[Your Name]
[Your Company Name]
[Date]
[Buyer's Name]
[Date]
