Free Sales Agreement for Post-Closure Adjustments

This Sales Agreement for Post-Closure Adjustments ("Agreement") is made and entered into by [Your Company Name], hereinafter referred to as the "Service Provider," and [Client Company Name], hereinafter referred to as the "Client," collectively referred to as the "Parties." This Agreement is in reference to the original sales contract dated [Original Contract Date], concerning the sale and purchase of [Product/Service Description], hereinafter referred to as the "Original Agreement."

WHEREAS, subsequent to the closure of the Original Agreement, certain unforeseen circumstances have arisen that necessitate adjustments to the terms of the sale to ensure the continued satisfaction and benefit of both Parties;

WHEREAS, the Parties desire to document these post-closure adjustments to the Original Agreement in a clear and binding manner, to ensure that both the Service Provider and the Client have a mutual understanding of the new terms and commitments;

NOW, THEREFORE, in consideration of the mutual agreements and covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree to amend the Original Agreement in accordance with the terms and conditions set forth in this Agreement, to reflect the agreed-upon post-closure adjustments.

I. Adjustment Details

A. Nature of Adjustments: The Parties agree to the following specific adjustments to the Original Agreement:

1. Product Specifications: Modifications to the product specifications as detailed in Attachment A, incorporated by reference here.
   

2. Price Adjustment: The total purchase price shall be adjusted to reflect an increase/decrease of 5% in response to the changes in product specifications and market conditions.
   

3. Delivery Schedule: The delivery date of the [Product/Service Description] shall be adjusted from [Original Delivery Date] to [New Delivery Date], providing an additional 15 days to accommodate production adjustments.

B. Reason for Adjustments: These adjustments are necessitated by unforeseen supply chain disruptions.

C. Impact on Original Agreement: The adjustments specified herein shall modify the Original Agreement only to the extent of the changes detailed above. All other terms and conditions of the Original Agreement shall remain in full force and effect, unaltered by this Agreement.

II. Adjustment Procedures

A. Process for Implementing Adjustments:

1. Notification: The Service Provider shall notify the Client in writing of any required adjustments to the product specifications or terms of the Original Agreement at least 30 days prior to the proposed adjustment date.
   

2. Confirmation: The Client must confirm acceptance of the proposed adjustments in writing within 10 business days of receiving notification.

B. Timeline for Adjustments:

1. All agreed-upon adjustments shall be implemented no later than 60 days from the date of this Agreement.
   

2. Any adjustments related to product specifications must be finalized and documented in Attachment A within 15 days of the Effective Date of this Agreement.

C. Responsibilities of Each Party:

1. Service Provider Responsibilities: The Service Provider is responsible for providing all necessary documentation related to the adjustments, including updated product specifications and revised pricing information. The Service Provider must also ensure that all adjustments comply with applicable laws and regulations.
   

2. Client Responsibilities: The Client is responsible for reviewing and approving the proposed adjustments in a timely manner. The Client must also adjust their payment schedule in accordance with the revised price and ensure that any necessary preparations are made to accommodate the adjusted delivery schedule.
   

III. Financial Adjustments

A. Adjustment Costs: The Parties agree to the following financial adjustments to the Original Agreement:

1. The total purchase price shall be adjusted to [New Total Purchase Price], reflecting an increase/decrease of 5% from the original price due to the agreed-upon product specifications and delivery schedule changes.
   

2. Any additional costs arising from these adjustments, not to exceed [Specific Amount], will be borne by the Service Provider, except as otherwise agreed in writing.

B. Payment Terms: The payment terms of the Original Agreement are hereby adjusted as follows:

1. The final payment due date will be extended by 30 days from the original due date to accommodate the financial adjustments.
   

2. The Client shall make payment according to the new schedule, with the adjusted total purchase price to be paid in full by [New Final Payment Date].

IV. Legal and Regulatory Compliance

A. Compliance with Laws: Both Parties shall ensure that all adjustments made under this Agreement comply with applicable laws and regulations. The Service Provider is responsible for ensuring that the adjusted product specifications and delivery schedule are in full compliance with relevant industry standards and regulatory requirements.

B. Modifications Due to Regulatory Changes: If further adjustments are required due to changes in laws or regulations after the Effective Date of this Agreement, the Parties agree to negotiate in good faith to implement such adjustments in a timely manner, minimizing impact on the agreed-upon terms and conditions.

C. Indemnification: The Service Provider agrees to indemnify and hold the Client harmless from any fines, penalties, or damages incurred as a result of the Service Provider's failure to comply with applicable laws and regulations in relation to the adjustments agreed upon in this Agreement.

V. Dispute Resolution

A. Negotiation: In the event of a dispute arising out of or in connection with this Agreement, the Parties agree to first attempt to resolve the dispute through good faith negotiations within 30 days from the date of notification of the dispute.

B. Mediation: If the dispute cannot be resolved through negotiation, the Parties agree to enter into mediation with a neutral third-party mediator agreed upon by both Parties. The mediation process shall be initiated within 45 days from the date of the dispute notification.

C. Arbitration: Should mediation fail to resolve the dispute, the Parties agree to submit the dispute to binding arbitration under the rules of [Arbitration Association Name]. The arbitration shall take place in [Location], and the decision of the arbitrator(s) shall be final and binding on both Parties.

VI. Amendment and Termination

A. Amendment: This Agreement may be amended only by written agreement of both Parties. Any amendments must be signed by authorized representatives of both Parties and specify the effective date of the amendment.

B. Termination: This Agreement may be terminated by either Party upon providing 60 days written notice to the other Party. In the event of termination, any adjustments made to the Original Agreement under this Agreement shall remain in effect unless otherwise agreed upon in writing by both Parties.

VII. Confidentiality

A. Non-disclosure: Both Parties agree to maintain the confidentiality of the terms of this Agreement, as well as any information exchanged or obtained during the execution of this Agreement. Confidential information shall not be disclosed to third parties without the prior written consent of the other Party.

B. Exceptions: Confidentiality obligations shall not apply to information that (i) is publicly known at the time of disclosure or becomes publicly known through no fault of the recipient; (ii) is rightfully received from a third party without breach of any confidentiality obligation; or (iii) is required to be disclosed by law or regulatory authority, provided that the disclosing Party gives prompt notice to the other Party to enable them to seek a protective order or other remedy.

Signatures

This Agreement represents the mutual agreement of the Parties with respect to its subject matter and supersedes all prior agreements and understandings, written or oral. By signing below, the Parties agree to the terms and conditions outlined in this Agreement.

Service Provider

[Your Name]

[Title]

[Date]

Client

[Name]

[Title]

[Date]

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