Purchase-Aggrement-英文版

 AGREEMENT <br /> <br /> THIS AGREEMENT (this &ldquo;Agreement&rdquo;) is made as of this __ day of __________, 200_, (the &ldquo;Effective Date&rdquo;) by and between _________________. (&quot;Purchaser&quot;) and _________________ (&quot;Seller&quot;). <br /> <br />W I T N E S S E T H: <br /> <br /> WHEREAS, Purchaser wishes to purchase ________________ from Seller; and <br /> <br /> WHEREAS, Seller is willing to sell such _____________ to Purchaser; <br /> <br /> NOW, THEREFORE, in consideration of the covenants, conditions and payments hereinafter set forth, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: <br /> <br /> <br /> <br />1. Price, Quantity, Shipping Instructions, and Payment Terms. Seller will sell to Purchaser __ (the &ldquo;Goods&rdquo;) [RFP ______, dated ____], pursuant to the terms of this Agreement and the price, payment, delivery, and other terms set forth in the Appendix attached hereto and made a part hereof (the &ldquo;Appendix&rdquo;). The Goods will be shipped ___, in accordance with the details specified in the Appendix. Nothing contained in this Agreement shall be construed as a commitment by Purchaser to purchase any Goods, or minimum quantity thereof, from Seller. <br /> <br />2. Term. The term of this Agreement shall begin on the Effective Date, and shall end on ___________ (the &ldquo;Term&rdquo;) unless earlier terminated in accordance with this Agreement. <br /> <br />3. Title and Risk of Loss. Title to and risk of loss of all Goods furnished hereunder shall remain with Seller until receipt, inspection, and acceptance of the Goods by Purchaser. Seller warrants that it has clear title to the Goods and that there is no outstanding hostile claim against or security interest in the Goods held by a third party. <br /> <br />4. Non-Disclosure. All information, including but not limited to, financial statements, product information, manufacturing capabilities, passwords, documents, data and business records, which is disclosed to Purchaser by Seller or which Purchaser observes or comes into contact with during the Term of this Agreement, whether generated by Seller or contractor of Seller, shall be deemed &quot;Confidential Information&quot; and the sole and exclusive property of Seller. Purchaser shall take all reasonable measures to maintain the confidentiality of said Confidential Information by its employees, agents, representatives and couriers. Purchaser shall not use the Confidential Information for any purposes other than to perform its obligations hereunder and shall not disclose any Confidential Information to any third party without the prior written consent of Seller. Purchaser acknowledges that all right, title, and interest in and to said Confidential Information, including the right to produce, extract, or exhibit said Confidential Information to any third party and any intellectual property rights relating to said Confidential Information, exist in Seller only. Purchaser shall return such Confidential Information promptly upon the ex...