Free Vendor Agreement

This Vendor Agreement ("Agreement") is entered into on [Date], by and between [Your Name] (hereinafter referred to as "Vendor") and Houston Smith (hereinafter referred to as "Buyer").

1. PRODUCT/SERVICES

The Vendor ("Seller") agrees to provide and the Buyer ("Client") agrees to purchase the described products/services, as specified in the product/service description, subject to the terms and conditions herein.

1.1 Acceptance Criteria

Upon delivery of the products/services, the Buyer shall have 14 days to inspect and test them to ensure they conform to the agreed specifications. If the products/services do not meet the acceptance criteria, the Buyer shall notify the Vendor in writing within the specified timeframe. The Vendor shall promptly remedy any defects or non-conformities at no additional cost to the Buyer.

2. PRICING AND PAYMENTS

The price that has been mutually agreed upon for the products or services under discussion is ten thousand dollars. This amount, as noted, shall be payable according to a payment schedule, which has been arrived upon agreement and deemed satisfactory by all parties involved.

2.1 Payment Schedule

The payment for the products/services shall be made in USD (United States Dollars) as follows:

• 50% Upon Signing: Upon signing this agreement, the Buyer shall remit 50% of the total contract value as an initial payment.
  

• 25% Upon Delivery: Upon successful delivery of the products/services, and upon the Buyer's acceptance that they meet the agreed specifications, the Buyer shall remit an additional 25% of the total contract value.
  

• 25% Upon Final Acceptance: The remaining 25% of the total contract value shall be paid upon the Buyer's final acceptance of the products/services, which confirms their satisfactory performance and completion as per the agreed terms.
  

2.2 Taxes and Duties

All applicable taxes, duties, or any other charges that are required or imposed by the government, which are with the products or services that are termed under this agreement, shall be entirely the responsibility of the individual or entity who is referred to as the Buyer in this context. These charges will be calculated and then subsequently added to the total amount on the invoice that is generated for the said products or services.

3. DELIVERY

The Vendor shall deliver the products/services to the Buyer at the predetermined location within the agreed timeline. The responsibility for any damages or loss during transit will be borne by the Vendor unless explicitly stated otherwise in writing.

3.1 Delivery Timeline

The Vendor shall deliver the products/services according to the following timeline:

• Initial Deliverable: The first deliverable, the software prototype, shall be delivered no later than June 30, 2050.
  

• Subsequent Deliverables: Additional features and functionalities will be delivered in phases. The second deliverable, including user authentication features, shall be delivered by July 15, 2050. The third deliverable, comprising data analytics modules, shall be delivered by July 30, 2050.
  

• Final Delivery: The final delivery of the fully functional software, incorporating all agreed-upon features and enhancements, shall be completed by August 15, 2050, unless otherwise agreed upon in writing between the parties.

3.2 Shipping and Packaging

The Vendor shall ensure that the products/services are adequately packaged and labeled for shipment to prevent damage during transit. Any special handling instructions shall be communicated to the Buyer in advance.

4. WARRANTIES

The Seller also referred to as the Vendor, provides certain assurances regarding the quality of the products or services that are offered to the Purchaser, who is also known as the Buyer. It is guaranteed by the Vendor that these products or services they provide will be consistent with established industry standards.

4.1 Warranty Period

The products/services shall be covered under warranty for one (1) year from the date of acceptance by the Buyer. During the warranty period, the Vendor shall promptly repair or replace any defective products/services at no additional cost to the Buyer.

4.2 Limitation of Liability

The Vendor's liability for any damages arising from the products/services shall be limited to the total amount paid by the Buyer under this agreement, except in cases of willful misconduct or gross negligence.

5. CONFIDENTIALITY

Both parties agree to maintain confidentiality regarding any information obtained during this agreement and shall not disclose such information to any third party without the prior written consent of the other party.

5.1 Confidential Information

Confidential information spans a broad spectrum of data and is not confined solely to specific categories. It encompasses proprietary business information, which pertains to details exclusive to the operations and strategies of the business entity. This category includes strategic plans, financial data, marketing strategies, and product development plans. Moreover, confidential information extends to trade secrets and specialized knowledge that are known solely to individuals within the company.

5.2 Non-Disclosure Obligations

The parties involved in this agreement are obligated and committed to taking every required action for the protection of confidential information. This includes but is not limited to, the implementation of security measures that are physical, such as locks and secure locations for storing the information. In addition, they must also adopt technical measures such as encryption, passwords, and firewalls to ensure online and digital security.

6. TERMINATION

This Agreement can be terminated by either party. This can be done by providing the other party with a notice of termination in written form. This notice must be provided at least thirty (30) days in advance of the intended termination date.

6.1 Termination for Breach

Should a situation occur wherein either of the two parties involved commits a significant violation or breach of this Agreement's terms, the party that did not cause the breach is allowed, under their rights, to fully terminate the Agreement immediately. However, this can be done only after providing the guilty party with a written notice detailing their decision to terminate the Agreement and the reason for such termination, which is the aforementioned breach.

6.2 Consequences of Termination

Upon termination of this Agreement, the parties shall settle any outstanding payments, return any confidential information, and cooperate in the transition of products/services to another provider, if applicable.

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

Name: [Your Name]

[Your Company Name]

Name: Houston Smith

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