Free Vendor Supply Agreement

1. Agreement Purpose

This Vendor Supply Agreement ("Agreement") is made and entered into by and between [Your Company Name], with its principal place of business at [Your Company Address] ("Vendor"), and InnoSpecs, with its principal place of business at Newark, NJ 07101 ("Purchaser"). The purpose of this Agreement is to establish the terms and conditions under which Vendor will supply goods and/or services to the Purchaser.

2. Definitions

For the purposes of this Agreement, the following terms shall have the meanings ascribed to them:

2.1 Goods

The term "Goods" shall refer to the items or products to be supplied by the Vendor to the Purchaser as specified in Exhibit A attached hereto.

2.2 Services

The term "Services" shall refer to the tasks or duties to be performed by the Vendor as set forth in Exhibit B attached hereto.

2.3 Confidential Information

"Confidential Information" means any non-public, proprietary or confidential information, whether oral, written, electronic, or other format, disclosed by either party to the other.

3. Supply of Goods and/or Services

The Vendor agrees to supply the Goods and/or Services to the Purchaser as per the terms set forth in this Agreement and any exhibits attached hereto. The Vendor warrants that the Goods shall conform to the specifications set forth in Exhibit A and that all Services shall be performed in a professional and workmanlike manner as per Exhibit B.

4. Payment Terms

The Purchaser shall pay the Vendor for the Goods and/or Services according to the pricing and payment terms stated in Exhibit C. Payments shall be made within [number of days] days from the date of invoice.

5. Confidentiality

Each party agrees to maintain the confidentiality of any Confidential Information received from the other party and to use such information solely for the purposes of fulfilling its obligations under this Agreement. Disclosure of Confidential Information is permitted only with the prior written consent of the disclosing party or as required by law.

6. Term and Termination

This Agreement shall commence on the effective date and continue until terminated by either party upon [number of days] days written notice or as otherwise provided herein. Termination shall not affect obligations accrued prior to termination.

7. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the [State/Country], without regard to its conflict of law provisions.

8. Indemnification

Each party agrees to indemnify, defend, and hold harmless the other party from and against any and all claims arising from its breach of this Agreement or from its gross negligence or willful misconduct.

9. Entire Agreement

This Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior negotiations, representations, or agreements, whether written or oral.

10. Signatures

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

[Your Name]

[Your Company Name]

[Date]

Jake Willms

InnoSpecs

[Date]

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