SALE AND PURCHASE AGREEMENT

This SALE AND PURCHASE AGREEMENT (hereinafter referred to as “the Agreement”) is made on [ INSERT THE DATE ON WHICH AGREEMENT COMES INTO FORCE] hereinafter referred as the “Effective Date”) between:

[INSERT NAME OF THE SELLER], having registered office at [INSERT THE ADDRESS OF THE SELLER] (hereinafter referred as the “Seller” which expression shall, unless repugnant to the context or meaning thereof, means and includes its legal representatives, executors, administrators and permitted assigns);

And

[INSERT NAME OF THE BUYER], having registered office at [INSERT THE ADDRESS OF THE BUYER] (hereinafter referred as the “Buyer” which expression shall, unless repugnant to the context or meaning thereof, means and includes its legal representatives, executors, administrators and permitted assigns);

The Seller and the Buyer shall be collectively referred as “Parties” and individually as “Party”.

WHEREAS:

1. The Seller is in the business of providing [INSERT THE PRODUCTS TO BE PROVIDED BY THE SELLER] (the “Product”);
2. The Buyer desires to purchase the products of the Seller;
3. Both the parties wish to evidence their contract in writing;
4. The parties are duly authorized and have the capacity to enter into this contract;
5. Both the parties affirm to understand the provisions contained herein and in case either party requires clarification as to one or more provisions, either party has had the right to seek clarifications or sought legal guidance.

NOW, THEREFORE, in consideration of the mutual promises contained herein and intending to, be legally bound, the Parties have agreed as follows:

1. SALE
   1. The Seller agrees to sell the following product(s) to the Buyer:
      1. [INSERT LIST THE PRODUCT(S) TO BE PROVIDED BY THE SELLER]
2. DELIVERY
   1. The Seller shall deliver the Products to the Buyer on [INSERT THE DATE ON WHICH SELLER SHALL DELIVER PRODUCTS TO BUYER] at [INSERT THE LOCATION WHERE PRODUCTS SHALL BE DELIVERED]. The Products shall be deemed delivered when the Buyer has accepted delivery at the above-referenced location.
3. TERM AND TERMINATION
   1. The present Agreement shall come into force on the Effective Date hereof and shall remain in force for a period of [INSERT THE TERM OF AGREEMENT].
   2. Notwithstanding any other provisions herein contained, and without prejudice to any other rights such party serving notice may have, either party shall have the right to terminate the present Agreement by giving the other party a written notice of [INSERT THE NUMBER OF DAYS WITHIN WHICH TERMINATION NOTICE SHALL BE SENT] days.
   3. The Parties may terminate the agreement if there is a material breach of the terms and failure to resolve such a breach within 30 days of notification of such a breach.
4. PAYMENT
   1. In consideration for the products, the Buyer shall pay the Seller a maximum amount of [INSERT THE AMOUNT OF CONSIDERATION TO BE PAID TO SELLER BY BUYER]. The Consideration shall be due and payable upon the Seller providing the Buyer with an invoice.
   2. The Buyer agrees to pay the amount mentioned in the invoice within [INSERT THE DAYS WITHIN WHICH BUYER SHALL PAY THE SELLER] business days. The payment shall be made via [INSERT THE MODE OF PAYMENT].
5. CONFIDENTIALITY
   1. Definition of Confidential Information. As used herein, "Confidential Information" shall mean and include all information disclosed by either Party under this Agreement, whether marked confidential or not, including without limitation the terms and conditions of this Agreement, the services and products, business and marketing plans, technology and technical information, financial information, product designs, and business processes, specifications, network diagram,  (whether in tangible or intangible form, in written or in machine readable form, or disclosed orally or visually). 
   2. Confidential Information shall not include any information that: (i) is or becomes generally known to the public without either Party’s breach of any obligation owed to the other Party; (ii) was independently developed by a Party without other Party's breach of any obligation owed to that Party; or (iii) is received from a third party who obtained such Confidential Information without any third party's breach of any obligation owed to the Party.
   3. During and after the term of this Agreement, Parties will hold in the strictest confidence, and take all reasonable precautions to prevent any unauthorized use or disclosure of Confidential Information, and Parties will not (i) use the Confidential Information for any purpose whatsoever other than as necessary for the performance of the Services on behalf of the other Party, or (ii)  disclose the Confidential Information to any third party without the prior written consent of an authorized representative of the other Party.
   4. Upon termination/ expiration whichever is earlier, the Parties shall promptly return or certify the destruction of Confidential Information and all authorized copies thereof.
6. INDEMNIFICATION
   1. The Parties indemnifies and shall hold indemnified the other party, its partners, officers, employees, representatives, agents from and against all losses, damages, claims, suits, legal proceedings and otherwise howsoever arising from or in connection with any claim including but not limited to claim for any other rights of any third party or of law, concerning quality, quantity and any claim in relation to the Seller’s product, the breach of any of the Seller’s warranties, representations or undertakings or in relation to the non-fulfillment of any of its obligations under this Agreement or any obligations arising out of the Seller infringing any applicable laws, regulations including but not limited to Intellectual Property Rights, taxes, Excise and Import duties, etc.
7. MODIFICATIONS
   1. Except as otherwise provided herein this Agreement shall not be amended or otherwise modified unless the modification or amendment is done in writing, signed and has been mutually agreed by both the parties.
8. APPLICABLE LAW
   1. This Agreement shall be governed by and constructed in accordance with the Laws, rules, orders and regulations of [INSERT THE STATE/COUNTRY WHOSE LAWS WILL BE APPLICABLE] irrespective of where the Work is used.  
   2. The Parties shall resolve all disputes in connection with the validity or interpretation of this Agreement, unless otherwise expressly stated in the Agreement, in the following manner: 
      1. By direct negotiations between the Seller and Buyer. 
      2. If negotiations between the parties are unsuccessful, the matter shall be referred to the competent court sitting at [INSERT THE PLACE THAT SHALL HAVE EXCLUSIVE JURISDICTION IN CASE OF DISPUTES] which shall have exclusive jurisdiction in all matters arising there from unless otherwise agreed between the Parties in writing.
9. INDEPENDENT CONTRACTOR
   1. The Seller acknowledges that they are solely an Independent Contractor and is not an employee, agent, partner or joint venturer of the Buyer. The Buyer will provide the Seller with the details of the Services it wants the Seller to undertake and perform henceforth. The Buyer shall not withhold any taxes or any amount or payment due to the Seller and which it owes to the Seller in regard to the services rendered by it to the Buyer.
10. DISCLAIMER
    1. THE PRODUCTS ARE SOLD ‘AS IS’. THE SELLER EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
11. LIMITATION OF LIABILITY
    1. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY DAMAGES RESULTING FROM ANY PART OF THIS AGREEMENT SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFIT OR LOSS BUSINESS, COSTS OF DELAY OR FAILURE OF DELIVERY, WHICH ARE NOT RELATED TO OR THE DIRECT RESULT OF A PARTY’S NEGLIGENCE OR BREACH.
12. FORCE MAJEURE
    1. Neither party shall be held liable for any failure or delay in performing its obligations under this Agreement if such failure or delay is caused by events beyond the reasonable control of the affected party, including but not limited to acts of God, natural disasters (e.g., floods, earthquakes, hurricanes), war, terrorism, riots, labour strikes, governmental actions, epidemics or pandemics, power outages, or other similar events ("Force Majeure Events").The affected party shall promptly notify the other party in writing of the occurrence of a Force Majeure Event, providing reasonable details of the event, its expected duration, and the steps being taken to mitigate its impact. Failure to provide timely notice may result in the affected party forfeiting its rights under this clause. If a Force Majeure Event continues for a period exceeding [INSERT THE NUMBER OF DAYS CONSTITUTING PERIOD EXCEEDING WHICH, IF THE FORCE MAJEURE CONTINUES, EITHER PARTY MAY TERMINATE THE AGREEMENT] days, either party may terminate this Agreement upon written notice to the other party without further liability, except for obligations accrued prior to the Force Majeure Event.
13. NOTICES
    1. Any notice, request, demand, consent or other communication required or permitted under this Agreement shall be in writing and sent either via email on the email address as provided by the parties and shall be considered sent when the email is sent to the correct email address of the party or shall be given by personal delivery (including courier) by certified mail (confirmed by mail) addressed to the party for which it is intended at the address below and shall be deemed to be given on the day of delivery or transmission if within during normal business hours, or, if after business hours, on the next following Business Day, or if mailed by registered or certified mail, on the day which is seven (7) Business Days after such notice is mailed during normal postal conditions.  In the event of a postal disruption, any notice mailed will be deemed received on the seventh (7th) Business Day following resumption of regular postal service:
       1. If to the Seller: [INSERT THE EMAIL ID OR/AND ADDRESS OF SELLER]
       2. If to the Buyer: [INSERT THE EMAIL ID OR/AND ADDRESS OF BUYER]
    2. Either party may change its address/email address for notices and other communications upon notice to the other party in the manner aforesaid.
14. HEADINGS, WORDS AND GENDERS
    1. The division of this Agreement into articles and sections is for convenience of reference only and shall not affect the interpretation or construction of this Agreement. The words “hereof”, “herein”, “hereunder” and similar expressions used in any section of this Agreement relate to the whole of this Agreement (including any schedules attached hereto) and not to that section only, unless otherwise expressly provided for or the context clearly indicates to the contrary. Words importing the singular number only will include the plural and vice versa and words importing the masculine gender will include the feminine and neuter genders and vice versa. The words “including” will mean “including without limitation”.
15. LANGUAGE
    1. The language of all communications between the parties pursuant to this Agreement, including notices and reports, will be the English language.
16. SEVERABILITY
    1. If any provision of this Agreement shall, to any extent, be held to be invalid or unenforceable, it shall be deemed to be separate and severable from the remaining provisions of this Agreement, which shall remain in full force and effect and be binding as though the invalid or unenforceable provision had not been included.
17. MISCELLANEOUS
    1. Termination of this agreement for any cause whatsoever shall not release a party from any liability which, at the time of termination, has already accrued to the other party or which may thereafter accrue in respect of any act or omission prior to such termination.
    2. Article headings are inserted for convenience of reference only and shall not be deemed to affect the interpretation of this agreement or of any clause.
    3. Each party shall cooperate with the other and execute and deliver to the other such instruments and documents and take such other actions as may be reasonably requested from time to time in order to carry out, give effect to and confirm their rights and the intended purpose of this agreement.
    4. This agreement shall be binding upon, and inure to the benefit of, the successors, executors, heirs, representatives, administrators and permitted assigns of the parties hereto.
    5. A failure or delay in exercising any right, power or privilege in respect of this agreement will not be presumed to operate as a waiver, and a single or partial exercise of any right, power or privilege will not be presumed to preclude any subsequent or further exercise, of that right, power or privilege or the exercise of any other right, power or privilege.
18. ENTIRE AGREEMENT
    1. This Agreement along with all the Exhibits constitutes the entire understanding and agreement of the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements or understandings, inducements or conditions, express or implied, written or oral, between the parties. This Agreement may be executed in identical duplicate counterparts, each of which shall be deemed an original, and both of which together shall constitute one and the same instrument. 
19. DECLARATION
    1. Each of the parties hereto covenant and agree to execute and deliver such further and other agreements, assurances, undertakings or documents, cause such meetings to be held, resolutions passed and by-laws enacted, exercise their votes and influence and do and perform and cause to be done and performed any further and other acts and things as may be necessary or desirable in order to give full effect to this Agreement.

IN WITNESS WHEREOF, the parties, intending to be legally bound, have each executed this agreement as of the effective date.

Signed, sealed and delivered on behalf of Buyer

Name: [INSERT THE NAME OF BUYER/SIGNING AUTHORITY AND DESIGNATION]

Signature:

Date: [INSERT THE DATE ON WHICH BUYER SIGNS THE AGREEMENT]

Signed, sealed and delivered on behalf of Seller

Name: [INSERT NAME OF SELLER/SIGNING AUTHORITY AND DESIGNATION]

Signature:

Date: [INSERT THE DATE ON WHICH SELLER SIGNS THE AGREEMENT]