This document is an adoption agreement between a purchaser and supplier to adopt the terms of a master agreement for the supply of goods. Key points:
- The adoption agreement makes the purchaser and supplier subject to the terms of the attached master agreement as if they were direct parties to it.
- The agreement contains stipulations that modify some terms of the master agreement, such as the effective date, definition of purchase orders, acceptance of liquidated damages, and governing law.
- Extensive additional obligations of the supplier are attached as exhibits, including safety, insurance, and compliance with laws regarding hazardous materials, bribery, and exports.
Perjanjian jual beli kayu bilingual. Beli perjanjian ini melalui link ini:
https://sdklegal.company.site/products/Perjanjian-Jual-Beli-Kayu-Bilingual-English-dan-Bahasa-Indonesia-p524888675
Perjanjian jual beli kayu bilingual. Beli perjanjian ini melalui link ini:
https://sdklegal.company.site/products/Perjanjian-Jual-Beli-Kayu-Bilingual-English-dan-Bahasa-Indonesia-p524888675
Contoh Draft Perjanjian Pengalihan Piutang - Pada dasarnya Perjanjian Pengalihan Piutang adalah perjanjian dimana beralihnya piutang antara pengalih piutang dengan penerima piutang dengan pembayaran sejumlah uang tertentu, selanjutnya akan dibayarkan kembali oleh Penerima kepada Pengalih berdasarkan syarat dan ketentuan dalam Akta Pengakuan Utang. (Beli Perjanjian, Hub: 08118887270 (WA))
Kesepakatan bersama pengakhiran perjanjianLegal Akses
KESEPAKATAN BERSAMA PENGAKHIRAN PERJANJIAN ini dibuat dan ditandatangani pada hari ini, _________ tanggal __ __________ ____, bertempat di _________________ (“Kesepakatan Bersama”), oleh dan diantara:
The INTERNATIONAL SERVICES AGREEMENT TEMPLATE is used for the supply of a wide range of services in international markets such as business management, information technology or advertising.
Contoh Perjanjian Penunjukan Distributor. Beli perjanjian ini melalui link ini:
https://sdklegal.company.site/products/Template-Perjanjian-Penunjukan-Distributor-p524911300
Perjanjian pemberian hutang dan pengakuan hutang simpleGLC
Perjanjian pemberian hutang dan pengakuan hutang simple. Beli perjanjian ini melalui link ini:
https://sdklegal.company.site/products/Template-Perjanjian-pemberian-hutang-dan-pengakuan-hutang-p524912061
ADVERTISING AND MARKETING AGREEMENT FORMAT
FREE LEGAL AND ACCOUNTANT FORMATS
KANOON KE RAKHWALE INDIA
HIRE LAWYER ONLINE
VISIT : https://www.kanoonkerakhwale.com/
VISIT : https://hirelawyeronline.com/
Perjanjian jual beli saham bersyarat cspa bumn. Beli perjanjian ini melalui link ini:
https://sdklegal.company.site/products/Perjanjian-jual-beli-saham-bersyarat-CSPA-BUMN-p524888674
WAREHOUSE AGREEMENT FORMAT
FREE LEGAL AND ACCOUNTANT FORMATS
KANOON KE RAKHWALE INDIA
HIRE LAWYER ONLINE
LAW FIRMS IN DELHI
CA FIRM DELHI
VISIT : https://www.kanoonkerakhwale.com/
VISIT : https://hirelawyeronline.com/
Contoh Draft Perjanjian Pengalihan Piutang - Pada dasarnya Perjanjian Pengalihan Piutang adalah perjanjian dimana beralihnya piutang antara pengalih piutang dengan penerima piutang dengan pembayaran sejumlah uang tertentu, selanjutnya akan dibayarkan kembali oleh Penerima kepada Pengalih berdasarkan syarat dan ketentuan dalam Akta Pengakuan Utang. (Beli Perjanjian, Hub: 08118887270 (WA))
Kesepakatan bersama pengakhiran perjanjianLegal Akses
KESEPAKATAN BERSAMA PENGAKHIRAN PERJANJIAN ini dibuat dan ditandatangani pada hari ini, _________ tanggal __ __________ ____, bertempat di _________________ (“Kesepakatan Bersama”), oleh dan diantara:
The INTERNATIONAL SERVICES AGREEMENT TEMPLATE is used for the supply of a wide range of services in international markets such as business management, information technology or advertising.
Contoh Perjanjian Penunjukan Distributor. Beli perjanjian ini melalui link ini:
https://sdklegal.company.site/products/Template-Perjanjian-Penunjukan-Distributor-p524911300
Perjanjian pemberian hutang dan pengakuan hutang simpleGLC
Perjanjian pemberian hutang dan pengakuan hutang simple. Beli perjanjian ini melalui link ini:
https://sdklegal.company.site/products/Template-Perjanjian-pemberian-hutang-dan-pengakuan-hutang-p524912061
ADVERTISING AND MARKETING AGREEMENT FORMAT
FREE LEGAL AND ACCOUNTANT FORMATS
KANOON KE RAKHWALE INDIA
HIRE LAWYER ONLINE
VISIT : https://www.kanoonkerakhwale.com/
VISIT : https://hirelawyeronline.com/
Perjanjian jual beli saham bersyarat cspa bumn. Beli perjanjian ini melalui link ini:
https://sdklegal.company.site/products/Perjanjian-jual-beli-saham-bersyarat-CSPA-BUMN-p524888674
WAREHOUSE AGREEMENT FORMAT
FREE LEGAL AND ACCOUNTANT FORMATS
KANOON KE RAKHWALE INDIA
HIRE LAWYER ONLINE
LAW FIRMS IN DELHI
CA FIRM DELHI
VISIT : https://www.kanoonkerakhwale.com/
VISIT : https://hirelawyeronline.com/
CONTRACTOR AGREEMENT FORMAT
FREE LEGAL AND ACCOUNTANT FORMATS
KANOON KE RAKHWALE INDIA
HIRE LAWYER ONLINE
LAW FIRMS IN DELHI
CA FIRM DELHI
VISIT : https://www.kanoonkerakhwale.com/
VISIT : https://hirelawyeronline.com/
VENDOR AGREEMENT FORMAT
FREE LEGAL AND ACCOUNTANT FORMATS
KANOON KE RAKHWALE INDIA
HIRE LAWYER ONLINE
LAW FIRMS IN DELHI
CA FIRM DELHI
VISIT : https://www.kanoonkerakhwale.com/
VISIT : https://hirelawyeronline.com/
EQUIPMENT SALE AGREEMENT FORMAT
FREE LEGAL AND ACCOUNTANT FORMATS
KANOON KE RAKHWALE INDIA
HIRE LAWYER ONLINE
LAW FIRMS IN DELHI
CA FIRM DELHI
VISIT : https://www.kanoonkerakhwale.com/
VISIT : https://hirelawyeronline.com/
The standardized service agreement to build fair and strong relationships between people and companies.
Customize the document & have it e-signed:
https://www.and.co/the-freelance-contract
A Common Standard
Fair and secure work relationships need a contract. Not having one is dangerous for both parties and can lead to misunderstandings, false expectations and ultimately lost time and money.
But starting new work by discussing worst case scenarios can be a tough way to kick things off. That’s why a standard is needed.
AND CO and The Freelancers Union have created a standardized service agreement to help strong, fair work relationships get off the ground quickly.
ESCROW AGREEMENT FORMAT
FREE LEGAL AND ACCOUNTANT FORMATS
KANOON KE RAKHWALE INDIA
HIRE LAWYER ONLINE
LAW FIRMS IN DELHI
CA FIRM DELHI
VISIT : https://www.kanoonkerakhwale.com/
VISIT : https://hirelawyeronline.com/
Sample Independent Contractor AgreementThis Agreement is mad.docxrtodd599
Sample Independent Contractor Agreement
This Agreement is made between ____________________ ("Client") with a principal place of business at __________________ and _______________ ("Contractor"), with a principal place of business at ____________________________.
1. Services to Be Performed
Contractor agrees to perform the following services: _____________
OR
Contractor agrees to perform the services described in Exhibit A, which is attached to this Agreement.
2. Payment
In consideration for the services to be performed by Contractor, Client agrees to pay Contractor at the following rates: ____________________________.
Contractor shall be paid within a reasonable time after Contractor submits an invoice to Client. The invoice should include the following: an invoice number, the dates covered by the invoice, and a summary of the work performed.
3. Expenses
Contractor shall be responsible for all expenses incurred while performing services under this Agreement. This includes automobile, truck, and other travel expenses; vehicle maintenance and repair costs; vehicle and other license fees and permits; insurance premiums; road, fuel, and other taxes; fines; radio, pager, or cell phone expenses; meals; and all salary, expenses, and other compensation paid to employees or contract personnel the Contractor hires to complete the work under this Agreement.
OR
Client shall reimburse Contractor for the following expenses that are attributable directly to work performed under this Agreement: _________________.
Contractor shall submit an itemized statement of Contractor's expenses. Client shall pay Contractor within 30 days after receipt of each statement.
4. Vehicles and Equipment
Contractor will furnish all vehicles, equipment, tools, and materials used to provide the services required by this Agreement. Client will not require Contractor to rent or purchase any equipment, product, or service as a condition of entering into this Agreement.
5. Independent Contractor Status
Contractor is an independent contractor, and neither Contractor nor Contractor's employees or contract personnel are, or shall be deemed, Client's employees. In its capacity as an independent contractor, Contractor agrees and represents, and Client agrees, as follows
[Check all that apply]
[ ] Contractor has the right to perform services for others during the term of this Agreement.
[ ] Contractor has the sole right to control and direct the means, manner, and method by which the services required by this Agreement will be performed. Contractor shall select the routes taken, starting and quitting times, days of work, and order the work is performed.
[ ] Contractor has the right to hire assistants as subcontractors or to use employees to provide the services required by this Agreement.
[ ] Neither Contractor nor Contractor's employees or contract personnel shall be required to wear any uniforms provided by Client.
[ ] The services required by this Agreement shall be perfor.
Draft Perjanjian Ganti Rugi/Indemnity Agreement kami menyediakan solusi hukum komprehensif bagi individu atau entitas yang ingin mengamankan transaksi atau kerjasama mereka dari potensi risiko finansial dan legal. Perjanjian ini dirancang dengan kejelian untuk menawarkan perlindungan maksimal kepada pihak yang memindahkan risiko (Indemnitor) dan pihak yang dilindungi (Indemnitee).
Fitur Utama:
Ketentuan Jelas dan Mendetail: Meliputi semua aspek esensial dari perjanjian ganti rugi, termasuk definisi kerugian, prosedur klaim, dan mekanisme penyelesaian sengketa, untuk memastikan tidak ada keambiguan yang bisa menimbulkan konflik di kemudian hari.
Fleksibel dan Mudah Disesuaikan: Struktur perjanjian dirancang untuk memudahkan penyesuaian sesuai dengan kebutuhan spesifik transaksi atau kerjasama Anda, baik itu dalam konteks bisnis, konstruksi, properti, atau kegiatan lain yang melibatkan risiko finansial.
Klausul Perlindungan Komprehensif: Menyertakan klausul-klausul penting yang melindungi hak dan kewajiban kedua belah pihak, termasuk klausul mengenai ganti rugi, batasan tanggung jawab, dan pengecualian.
Penyelesaian Sengketa: Menawarkan mekanisme penyelesaian sengketa yang efektif, termasuk mediasi dan arbitrase, untuk menyelesaikan perselisihan dengan cara yang lebih efisien dan ekonomis.
Manfaat:
Perlindungan Finansial: Lindungi aset dan keuangan Anda dari klaim dan tuntutan hukum yang tidak terduga.
Ketentuan Legal yang Kuat: Dibuat oleh ahli hukum dengan pertimbangan aspek legal terkini, memastikan dokumen yang andal dan up-to-date.
Mengurangi Risiko: Mengidentifikasi, mengalokasikan, dan mengurangi risiko terkait dengan operasi bisnis Anda, memberikan ketenangan pikiran dalam menjalankan kegiatan usaha.
Kemudahan Penggunaan: Disertai dengan panduan penggunaan yang memudahkan Anda untuk mengimplementasikan dan menyesuaikan perjanjian sesuai kebutuhan.
Perjanjian Ganti Rugi/Indemnity Agreement kami adalah investasi hukum yang cerdas untuk melindungi bisnis dan kegiatan Anda dari risiko tidak terduga. Dengan draft ini, Anda dapat memfokuskan energi pada pengembangan bisnis sambil memastikan keamanan dan kestabilan finansial Anda terjaga.
Untuk beli perjanjian silahkan buka link di bawah ini:
https://www.sdkpermit.com/products/PERJANJIAN-KERJASAMA-SUBKONTRAKTOR-UNTUK-PENGEMBANGAN-DESAIN-UI-UX-DAN-APLIKASI-DIGITAL-p570982845
TEMPLATE PERJANJIAN KERJASAMA PENGEMBANGAN TEKNOLOGI DAN LAYANAN APLIKASI DIG...GLC
Untuk beli perjanjian ini, silahkan buka link ini:
https://www.sdkpermit.com/products/TEMPLATE-PERJANJIAN-KERJASAMA-PENGEMBANGAN-TEKNOLOGI-DAN-LAYANAN-APLIKASI-DIGITAL-BILLINGUAL-p570989566
Perjanjian Kerjasama Ekslusif Penanaman Modal dan Pendirian PT.docxGLC
Untuk membeli draft ini, silahkan klik link di bawah ini:
https://www.sdkpermit.com/products/Perjanjian-Kerjasama-Eksklusif-dalam-Manajemen-Investasi-dan-Pendirian-Perseroan-Terbatas-p570989510
SPK-Pra survei-Kelapa Sawit-CLEAN DRAFT.docx.
Beli perjanjian ini melalui link di bawah ini:
https://sdklegal.company.site/products/Template-Survei-Pendahuluan-Kesesuaian-Lahan-Pengembangan-Kelapa-Sawit-p525013601
Draft perjanjian jual beli aset billingual cleanGLC
Draft perjanjian jual beli aset billingual - Gedung dan Tanah.
Anda bisa membeli perjanjian ini melalui link di bawah ini:
https://sdklegal.company.site/products/Template-Perjanjian-Jual-Beli-Aset-Tanah-dan-Bangunan-billingual-English-and-Bahasa-Indonesia-p524885725
Military Commissions details LtCol Thomas Jasper as Detailed Defense CounselThomas (Tom) Jasper
Military Commissions Trial Judiciary, Guantanamo Bay, Cuba. Notice of the Chief Defense Counsel's detailing of LtCol Thomas F. Jasper, Jr. USMC, as Detailed Defense Counsel for Abd Al Hadi Al-Iraqi on 6 August 2014 in the case of United States v. Hadi al Iraqi (10026)
RIGHTS OF VICTIM EDITED PRESENTATION(SAIF JAVED).pptxOmGod1
Victims of crime have a range of rights designed to ensure their protection, support, and participation in the justice system. These rights include the right to be treated with dignity and respect, the right to be informed about the progress of their case, and the right to be heard during legal proceedings. Victims are entitled to protection from intimidation and harm, access to support services such as counseling and medical care, and the right to restitution from the offender. Additionally, many jurisdictions provide victims with the right to participate in parole hearings and the right to privacy to protect their personal information from public disclosure. These rights aim to acknowledge the impact of crime on victims and to provide them with the necessary resources and involvement in the judicial process.
Car Accident Injury Do I Have a Case....Knowyourright
Every year, thousands of Minnesotans are injured in car accidents. These injuries can be severe – even life-changing. Under Minnesota law, you can pursue compensation through a personal injury lawsuit.
NATURE, ORIGIN AND DEVELOPMENT OF INTERNATIONAL LAW.pptxanvithaav
These slides helps the student of international law to understand what is the nature of international law? and how international law was originated and developed?.
The slides was well structured along with the highlighted points for better understanding .
In 2020, the Ministry of Home Affairs established a committee led by Prof. (Dr.) Ranbir Singh, former Vice Chancellor of National Law University (NLU), Delhi. This committee was tasked with reviewing the three codes of criminal law. The primary objective of the committee was to propose comprehensive reforms to the country’s criminal laws in a manner that is both principled and effective.
The committee’s focus was on ensuring the safety and security of individuals, communities, and the nation as a whole. Throughout its deliberations, the committee aimed to uphold constitutional values such as justice, dignity, and the intrinsic value of each individual. Their goal was to recommend amendments to the criminal laws that align with these values and priorities.
Subsequently, in February, the committee successfully submitted its recommendations regarding amendments to the criminal law. These recommendations are intended to serve as a foundation for enhancing the current legal framework, promoting safety and security, and upholding the constitutional principles of justice, dignity, and the inherent worth of every individual.
ASHWINI KUMAR UPADHYAY v/s Union of India.pptxshweeta209
transfer of the P.I.L filed by lawyer Ashwini Kumar Upadhyay in Delhi High Court to Supreme Court.
on the issue of UNIFORM MARRIAGE AGE of men and women.
Introducing New Government Regulation on Toll Road.pdfAHRP Law Firm
For nearly two decades, Government Regulation Number 15 of 2005 on Toll Roads ("GR No. 15/2005") has served as the cornerstone of toll road legislation. However, with the emergence of various new developments and legal requirements, the Government has enacted Government Regulation Number 23 of 2024 on Toll Roads to replace GR No. 15/2005. This new regulation introduces several provisions impacting toll business entities and toll road users. Find out more out insights about this topic in our Legal Brief publication.
WINDING UP of COMPANY, Modes of DissolutionKHURRAMWALI
Winding up, also known as liquidation, refers to the legal and financial process of dissolving a company. It involves ceasing operations, selling assets, settling debts, and ultimately removing the company from the official business registry.
Here's a breakdown of the key aspects of winding up:
Reasons for Winding Up:
Insolvency: This is the most common reason, where the company cannot pay its debts. Creditors may initiate a compulsory winding up to recover their dues.
Voluntary Closure: The owners may decide to close the company due to reasons like reaching business goals, facing losses, or merging with another company.
Deadlock: If shareholders or directors cannot agree on how to run the company, a court may order a winding up.
Types of Winding Up:
Voluntary Winding Up: This is initiated by the company's shareholders through a resolution passed by a majority vote. There are two main types:
Members' Voluntary Winding Up: The company is solvent (has enough assets to pay off its debts) and shareholders will receive any remaining assets after debts are settled.
Creditors' Voluntary Winding Up: The company is insolvent and creditors will be prioritized in receiving payment from the sale of assets.
Compulsory Winding Up: This is initiated by a court order, typically at the request of creditors, government agencies, or even by the company itself if it's insolvent.
Process of Winding Up:
Appointment of Liquidator: A qualified professional is appointed to oversee the winding-up process. They are responsible for selling assets, paying off debts, and distributing any remaining funds.
Cease Trading: The company stops its regular business operations.
Notification of Creditors: Creditors are informed about the winding up and invited to submit their claims.
Sale of Assets: The company's assets are sold to generate cash to pay off creditors.
Payment of Debts: Creditors are paid according to a set order of priority, with secured creditors receiving payment before unsecured creditors.
Distribution to Shareholders: If there are any remaining funds after all debts are settled, they are distributed to shareholders according to their ownership stake.
Dissolution: Once all claims are settled and distributions made, the company is officially dissolved and removed from the business register.
Impact of Winding Up:
Employees: Employees will likely lose their jobs during the winding-up process.
Creditors: Creditors may not recover their debts in full, especially if the company is insolvent.
Shareholders: Shareholders may not receive any payout if the company's debts exceed its assets.
Winding up is a complex legal and financial process that can have significant consequences for all parties involved. It's important to seek professional legal and financial advice when considering winding up a company.
Responsibilities of the office bearers while registering multi-state cooperat...Finlaw Consultancy Pvt Ltd
Introduction-
The process of register multi-state cooperative society in India is governed by the Multi-State Co-operative Societies Act, 2002. This process requires the office bearers to undertake several crucial responsibilities to ensure compliance with legal and regulatory frameworks. The key office bearers typically include the President, Secretary, and Treasurer, along with other elected members of the managing committee. Their responsibilities encompass administrative, legal, and financial duties essential for the successful registration and operation of the society.
ALL EYES ON RAFAH BUT WHY Explain more.pdf46adnanshahzad
All eyes on Rafah: But why?. The Rafah border crossing, a crucial point between Egypt and the Gaza Strip, often finds itself at the center of global attention. As we explore the significance of Rafah, we’ll uncover why all eyes are on Rafah and the complexities surrounding this pivotal region.
INTRODUCTION
What makes Rafah so significant that it captures global attention? The phrase ‘All eyes are on Rafah’ resonates not just with those in the region but with people worldwide who recognize its strategic, humanitarian, and political importance. In this guide, we will delve into the factors that make Rafah a focal point for international interest, examining its historical context, humanitarian challenges, and political dimensions.
Adoption Agreement of Purchase and Supply Sample (Purchase this doc, Text: 08118887270 (Whatsapp))
1. adoptionagreement-cleandraft-201028122454 CONFIDENTIAL
ADOPTION AGREEMENT
This Adoption Agreement ("Adoption Agreement") is by and between _____________,
Inc. (“Purchaser”), and _____________, LLC, ............................................. (“Supplier”),
collectively (the “Parties”).
This Adoption Agreement is entered into pursuant to the terms and conditions of the
Umbrella Trading Agreement for the supply of ............................................ dated
................................. between ......................, .................................... (“ X ”), and Supplier,
which is attached hereto as Exhibit 1 (the “Master Agreement”). All capitalized terms
used herein and not otherwise defined herein shall have the meanings ascribed to them in
the Master Agreement. In the event of a direct or implied conflict between the terms and
conditions of this Adoption Agreement and the Master Agreement, the terms and
conditions of this Adoption Agreement shall control.
Subject to the stipulations set forth below, the Parties hereby adopt the Master Agreement
with respect to the Goods to be purchased by Purchaser from Supplier under this
Adoption Agreement, and agree to apply and be bound by the terms and conditions of the
Master Agreement as if the Purchaser and the Supplier were contracting parties to the
Master Agreement.
The Parties agree that any subsequent amendment(s) to the Master Agreement shall not
amend this Adoption Agreement unless expressly adopted by the parties. The effect of
the execution of this Adoption Agreement by the parties is that, from and after the
Effective Date, a new and completely separate Agreement will be in place between
Parties that contains the same terms and conditions as the Master Agreement and the
terms incorporated herein, except as expressly modified herein.
The Parties recognize and acknowledge that: (i) for the use and interpretation of the
Master Agreement as referenced by this Adoption Agreement, the term “Purchaser” shall
be substituted for “ X ” for purposes of this Adoption Agreement; (ii.) Purchaser is not a
party to the Master Agreement, and that ‘ X ‘ is not a party to this Adoption Agreement.
Except as otherwise stated above, this Adoption Agreement may only be amended in
writing signed by the Parties.
2. Page 2 of 9 CONFIDENTIAL
STIPULATIONS OF THE ADOPTION AGREEMENT:
(1) The term of this Adoption Agreement will be from: _________, 20___ (the
“Effective date”), and will be coterminous with the Master Agreement.
(2) A “Purchase Order” shall mean an order for work or goods issued by the Purchaser
and addressed to Supplier, detailing the objects to be supplied by Supplier under the
terms and conditions of this Adoption Agreement, including price, quantity,
currency, delivery terms and any special conditions expressly agreed upon in
writing by both Parties hereto and contained herein. A Purchase Order shall be
binding upon issuance by Purchaser and acceptance by Supplier.
(3) The Parties agree that the penalties for delay (if any), set forth in the Master
Agreement are liquidated damages in case of delay of delivery under the
circumstances set out in the Master Agreement, and are not a penalty under the
governing law of this Adoption Agreement. The parties agree that such liquidated
damages shall be a reasonable estimate of the damage Purchaser is likely to suffer
in the event that Supplier fails to perform its obligations in accordance with the
delivery terms required by the Adoption agreement, and shall not constitute a
penalty under the governing law of this Adoption Agreement. Such liquidated
damages shall not exceed the amount which Supplier is obliged to pay under the
Master Agreement.
(4) Purchaser shall have all rights to any refund or reimbursement of any import duty
paid by Supplier in the United States in connection with the Purchase Order.
Supplier waives any interest in or rights to such refund or reimbursement and agrees
to provide, at no cost to Purchaser, proof of importation and/or re-exportation as the
case may be, satisfactory to Purchaser and the U.S. Customs administration or other
governing authority in the United States, and to provide any other supporting
documentation as may be reasonably requested by Purchaser to enable Purchaser to
recover duties paid in connection with the Work.
(5) The performance obligations and interpretation of the Master Agreement, this
Adoption Agreement and any Purchase Order issue d hereunder shall be governed
by the laws of the State of ................, except its rules in regard to conflict of laws.
Supplier and Purchaser shall use all reasonable efforts to amicably resolve disputes
arising out of the Purchase Order prior to commencing any formal legal
proceedings. Such efforts may include use of a mutually agreed alternative dispute
resolution mechanism. Any action or proceeding under the Purchase Order or this
Adoption Agreement shall be filed exclusively in the state or federal courts in
................., which shall then have exclusive jurisdiction. Each Party hereby waives
its right to a trial by jury in connection with any action filed by it or the other Party.
(6) In the event of any conflict or inconsistency between the terms of this Adoption
Agreement and those of the Master Agreement, the Adoption Agreement shall
prevail over the Master Agreement.
3. Page 3 of 9 CONFIDENTIAL
(7) This Adoption Agreement contains the entire agreement between the Parties and
supersedes any and all prior negotiations, correspondence, understandings between
the Parties concerning the subject matter hereof. It may not be changed orally, but
only by an agreement in writing signed by both Parties hereto.
(8) Any rule of construction to the effect that ambiguities or inconsistencies are to be
resolved against the drafting party shall not apply in interpreting this Adoption
Agreement, or any Purchase Order issued hereunder.
This Agreement is executed by each party’s duly authorized representative(s) in the
capacity set forth below, as of the Effective Date.
_____________, Inc.
..........................................
..........................................
By:
Name:
Title:
Date:
By:
Name:
Title:
Date:
_____________, LLC
..........................................
..........................................
By:
Name:
Title:
Date:
4. Page 4 of 9 CONFIDENTIAL
EXHIBIT A: MASTER AGREEMENT
[ATTACH AGREEMENT TO BE ADOPTED HERE]
5. Page 5 of 9 CONFIDENTIAL
EXHIBIT B: ADDITIONAL OBLIGATIONS OF THE SUPPLIER
I. Provisions which apply if Supplier performs any work at the premises of
Purchaser or Purchaser’s customer in connection with this Adoption
Agreement:
1. During the performance of work (including work under Supplier’s warranty
obligations) at any premises owned, controlled or used by Purchaser or
Purchaser’s designated locations which may include the premises of customers of
Purchaser and at Supplier’s manufacturing or other facilities relevant to the order,
Supplier shall provide safety protection for personnel in accordance with all
applicable laws and regulations in addition to complying with any site procedures
made available to Supplier. In the event Supplier fails to provide such protection,
Purchaser may, at its sole option and without limiting its other rights and
remedies, provide such protection at Supplier’s sole cost and expense, or order
Supplier to cease work until Supplier provides such protection at Supplier's sole
cost and expense. If Supplier is unable or refuses to take corrective action to
provide such protection, Purchaser reserves the right to contract for or otherwise
accomplish a continuation of the Work and charge Supplier the excess cost caused
to Purchaser thereby, and Supplier agrees to pay such charges.
2. During performance of work as set out under item 1 above, Supplier shall to the
extent permitted by applicable law defend, indemnify and hold harmless
Purchaser, its subsidiaries, affiliates, customers and other designated parties from
and against any and all losses, expenses, liens, claims, demands, and causes of
action of every kind and character (including those of the Parties, their agents and
employees) for death, personal injury, property damage or any other liability,
damages, fines or penalties (except where reimbursement of fines or penalties is
prohibited by applicable law) including costs, attorney's fees and settlements
arising out of or in connection with the work to the extent caused by: (1) any
negligent act, failure to act or omission, whether performed by Supplier or any
agent, employee, invitee or licensee of the Supplier; or (2) any equipment,
components, materials or products furnished, sold or otherwise provided by
Supplier to Purchaser.
II. Insurance Requirements:
1. Products Liability: Supplier shall provide Products Liability Insurance (or
equivalent) covering bodily injury, death or property damage caused by Supplier’s
faulty work or defective product or material , which coverage shall include
Purchaser, its affiliates and Purchaser’s customer as additional insured, with
minimum limits of ................. U.S. Dollars ($.................) per occurrence and in
the aggregate;
2. Before Supplier or its subcontractor commences work on the premises owned or
controlled or used (for purposes of specific performance of work or otherwise) by
6. Page 6 of 9 CONFIDENTIAL
Purchaser or Purchaser’s customer, Supplier shall provide and shall require its
subcontractors to provide the following types of insurance in amounts not less
than indicated below. Supplier shall maintain such insurance in full force and
effect until this Order has been fully performed and the Work accepted in writing
by Purchaser, or all equipment, implements, and machinery of Supplier have been
removed from, and all employees, agents, representatives and sub agencies,
subcontractors or suppliers of Supplier have left the premises as described above.
Purchaser, its subsidiaries, affiliates, Purchaser’s customer and any other party as
designated by Purchaser shall be named as an additional insured with Cross
Liability Endorsement, with respect to the Commercial General Liability and
Comprehensive Automobile Liability policies/coverage(s). All of Supplier’s
policies of insurance, except for Workers’ Compensation and Employers
Liability, shall be primary insurance and noncontributing with any other insurance
maintained by Purchaser, its subsidiaries, affiliates, customers and other
designated parties.
a) Worker's Compensation Insurance (including a waiver of subrogation in
favor of Purchaser, its affiliates, subsidiaries, directors, officers, agents
and employees and Purchaser’s customer, and any other party
designated) in accordance with the statutory requirements of the
location in which the Work is performed or $............... for each person
per occurrence;
b) Employer's Liability Insurance (including a waiver of subrogation in
favor of Purchaser and Purchaser’s customer) shall have a minimum
limit of $............... each occurrence;
c) Commercial General Liability Insurance (including coverage for
Premises/Operation, Underground, Undermining, Explosion and
Collapse Hazard, Product/Completed Operations, Broad Form Property
Damage, and Blanket Contractual Liability Coverage endorsed to cover
Supplier's contractual liability assumed under paragraph B above) with
minimum limits of $.................... per occurrence;
d) Comprehensive Automobile Liability Insurance including coverage for
owned, hired, and non-owned automobiles with minimum limits of
$.................... each occurrence.
The following is required if Work involves such exposures:
e) Environmental Impairment (including asbestos) with the same limits as
set forth in paragraph (3) above for Commercial General Liability
Insurance.
f) Proof of Longshoremen's and Harbor Worker's Coverage if so
mandated by Federal regulations for the scope of work to be performed
by Supplier under this Work.
7. Page 7 of 9 CONFIDENTIAL
g) Independent Contractor's Liability Coverage (if Supplier uses
contractors) with the same limits as set forth in paragraph (3) above for
Commercial General Liability Insurance.
3. Neither the procurement, maintenance or acceptance of insurance coverage
by Purchaser shall relieve Supplier of liability for loss or damage in excess of
the policy coverage or limits specified herein or in any way limits or releases
Supplier of its obligations or liabilities under the Order.
4. All insurance certificates shall be in a form satisfactory to Purchaser and shall
stipulate that the insurance will not be canceled nor any change made in the
policy and/or coverage(s) without at least thirty (30) days prior written notice
beginning upon the day of receipt of registered mail concerning same by
Purchaser. Evidence of insurance is to be furnished before any Work is
started and in the amounts stated herein unless and only if specifically
otherwise indicated or directed in writing by Purchaser. Failure of the
Purchaser to request certificates of insurance does not constitute a waiver of
the terms of this requirement.
5. Purchaser reserves the right at any time during performance of work by
Supplier to require Supplier to provide insurance in types and amounts in a
form different and/or greater than that stated above with respect to unique
circumstances (work related or otherwise) and as may otherwise be required
by customers of Purchaser or required by governmental entities. Any such
additional coverage shall be at Purchaser’s sole cost and expense.
6. Breach of this insurance provision shall constitute a material breach of the
Order and shall entitle Purchaser to exercise its default rights hereunder.
III. Delivery of critical or forbidden substances:
1. Supplier represents and warrants that all equipment, material, components or parts
furnished hereunder are free of asbestos and asbestos containing materials. The
term “asbestos” shall include chrysotile, amosite, crocidolite, tremolite asbestos,
anthophyllite asbestos, actinolite asbestos, and any of these minerals that has been
chemically treated and/or altered.
2. Supplier warrants that each and every chemical substance delivered under the
Purchase Order or Scheduling Agreement (as defined in Exhibit “A”) shall, at the
time of sale, transfer or delivery, be on the list of chemical substances compiled
and published by the Administrator of the Environmental Protection Agency
pursuant to Section 8(B) of the Toxic Substances Control Act (Public Law 94-
469). Supplier shall submit to Purchaser Material Safety Data Sheets, prepared in
accordance with OSHA Hazardous Communication Standard 29 CFR 1910.1200,
as required. Supplier shall be responsible for all chemical substances or mixtures
which it or its subcontractors or suppliers of any tier bring onto the premises of
Purchaser or its customer and for any excess, waste or residue (including without
8. Page 8 of 9 CONFIDENTIAL
limitation container or any of such chemicals not consumed in the performance of
the Work), resulting from or generated in the performance of any Work. Without
limiting the generality of the foregoing, Supplier shall be responsible for lawfully
removing and disposing of all such materials, mixtures, containers, residue from
their use, in accordance with all applicable federal, state and/or local statutes,
laws, regulations, rules, orders and ordinances.
IV. No breach of applicable laws and regulations:
1. Supplier agrees that it will not, directly or indirectly:
a) offer, give, make, promise, pay or authorize the offering, giving, making,
promising or payment of any money, gift, or anything of value to any
government official, that is an officer or employee of any government, or
any department, agency or instrumentality thereof, any public
international organization, any person acting in an official capacity on
behalf of such government, any candidate for or appointee to a political
or government office, or any political party.
b) Knowingly engage in any transaction which involves:
(i) Receiving, transferring, transporting, retaining, using, structuring,
diverting, or hiding the proceeds of any criminal activity
whatsoever, including drug trafficking, fraud, and bribery of any
individual covered by paragraph C(1) above;
(ii) Engaging, becoming involved in, financing, supporting financially
or otherwise sponsoring, facilitating, or giving aid or comfort to any
terrorist person, activity or organization; and
(iii) Employing, engaging in any transaction or otherwise conducting
business with a "designated person," namely a person or entity that
appears on any list issued by the United States or the United
Nations with respect to money laundering, terrorism financing, drug
trafficking, or economic or military embargoes.
2. Supplier shall comply with all applicable provisions of Executive Agreement
11246 of September 24, 1965, as amended, the terms of which are
incorporated herein by this reference and made a part of this Agreement. It is
the policy of the Purchaser to provide equal employment opportunity and to
adhere to federal, state and local laws pertaining thereto. Appropriate action
shall be taken by Supplier, with respect to itself and any of its subcontractors,
vendors and suppliers to ensure compliance with such laws. All federal, state
and local equal opportunity and affirmative action requirements with regard
to race, gender, creed, color, age, religion, national origin, disability or
veteran status, are incorporated herein by reference.
9. Page 9 of 9 CONFIDENTIAL
3. If applicable, Supplier shall be responsible for obtaining any licenses, permits
or approvals necessary, including acting as the exporter of record, to export
any part of the Work from the United States. Supplier shall provide the
Purchaser with all relevant U.S. Export Control Classification Numbers and
any related information requested by the Purchaser or Purchaser's contract
freight forwarder. Supplier shall be responsible for providing preference
statements, as applicable, in compliance with government regulations, trade
agreements and treaties including but not limited to General System of
Preferences (GSP) and North American Free Trade Agreement (NAFTA).
4. Supplier shall to the extent permitted by applicable law defend, indemnify
and hold harmless Purchaser, its affiliates and customers from and against
any and all losses, expenses, claims, demands, and causes of action of every
kind and character (including those of the Parties, their agents and
employees) for liability, damages, fines or penalties including costs,
attorney's fees and settlements arising out of or in connection with any breach
of any provision of this Exhibit B.