Widget Agreement

THIS AGREEMENT $($this $$Agreement$),$ is made and entered into as of the $\_\_\_\_\_\_\_\_\_[$date$]$ of $\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_[$month$],\_\_\_\_\_\_\_\_[$year$]$ by $\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_$ a Connecticut Corporation, with its principal address at $\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_,\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_,$ Connecticut. The Corporation$$s mailing address is $\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_,\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_,$ Connecticut $06\_\_\_\_\_\_,$ and between $\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_,($the $$Buyer$)$ with an address of $\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_,\_\_\_\_\_\_\_\_\_\_\_\_\_\_,$ Connecticut $06\_\_\_\_\_\_.$

WHEREAS, Seller is the manufacturer of widgets and wishes to sell certain widgets to Buyer; and

WHEREAS, Buyer wishes to purchase certain widgets from a Seller on the terms and conditions set forth herein;

Now, THEREFORE, in consideration of One $($$$1\mathrm{.}00)$ Dollar and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

$1.$ This Agreement shall commence upon the first $(1$st$)$ day of June, $20,$ and shall

terminate on the thirty$-$first $(31$st$)$ day of May, $20\_\_\_\_.$

$2.$ Seller and Buyer agree that Seller shall manufacture and deliver to Buyer, on or before

the first $(1$st$)$ day of each month, five hundred $(500)$ blue, size D widgets $($the $$Widgets$).$ Seller shall bare all costs of delivery, and shall bear risk of loss and shall retain title until the Widgets are delivered to Buyer$$s principal place of business, as stated above.

$3.$ In the event that Seller fails to deliver the Widgets to Buyer on or before the first $(1$st$)$ day

of each month, Seller and Buyer agree that Buyer shall be credited towards the Purchase Price $($as defined below$),$ as liquidated damages, the sum of Ten and $00/100($$$10\mathrm{.}00)$ Dollars for each day beyond the first $(1$st$)$ day of the month during which Seller fails to deliver

the Widgets to Buyer.

$4.$ Upon delivery of the Widgets to Buyer, Buyer shall have five $(5)$ days in which to inspect

the Widgets.

$5.$ In the event the Widgets are in conformance with the terms of this Agreement, Buyer

shall tender to Seller the sum of One Thousand and $00/100($$$1000)$ Dollars on or before the fifteenth $(15$th$)$ day of each month, by bank or cashier's check $($the $$Purchase Price$).$

$6.$ In the event the Widgets do not conform with the terms of this Agreement, Buyer shall

elect, in its sole discretion, either to: $($a$)$ promptly return the Widgets to Seller, at Seller$$s sole cost and expense, in which event Buyer will not be responsible for the corresponding monthly payment, or $($b$)$ retain the Widgets, in which case the Purchase Price shall be discounted to the sum of Seven Hundred Fifty and $00/100($$$750\mathrm{.}00)$ Dollars. In either event, Buyer shall promptly notify Seller of the non$-$conformity of the Widgets and of Buyer$$s election.

$7.$ In addition to any of the remedies provided to Buyer above, if Seller fails to perform any

obligations herein imposed on Seller, Buyer shall be entitled to pursue all rights in remedies which Buyer may have against Seller, at law or in equity, including specific performance.

$8.$ In the event the Buyer shall fail to tender the purchase price, or any portion thereof, to

Seller on or before the $15$th date of the month in accordance with the terms of this Agreement, then Buyer shall be responsible for the payment of a late charge of $$100$ in addition to the purchase price. Buyer and Seller agreed that Seller shall have no obligation to deliver any Widgets to Buyer so long as any portion of the purchase price, or any late fee payable therein thereon, for any preceding month shall remain outstanding. In the event that any purchase price shall remain outstanding for more than $30$ days, then Seller shall have the right to terminate this Agreement upon written notice to Buyer and shall have the additional right to seek whatever remedy may be available to Seller, either at law or in equity.

$9.$ Any notice provided by this Agreement and for any other notice or communication which

either party may wish to send through the other shall be in writing and delivered by hand, recognized national carrier, registered or certified mail postage prepaid or by computer upon receipt of confirmation of delivery addressed as follows:

Seller: $\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_$

$\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_$

FAX: $\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_$

With copy to: $[$Seller$$s attorney$]$

$\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_$

$\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_$

FAX: $\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_$

Buyer: $\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_$

$\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_$

FAX: $\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_$

With copy to: $[$Buyer$$s attorney$]$

$\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_$

$\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_$

FAX: $\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_$

$10.$ It is understood and agreed by the parties that if any part, term or provision of this

Agreement is held by any court to be invalid, illegal or in conflict with any applicable law, the validity of the remaining portions or provisions of this Agreement shall not be affected, and the rights and obligations of the par