Sales Agreement - Goods

MASTER SALE OF GOODS AGREEMENT

(Colorado UCC-Compliant)

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Sale and Purchase of Goods
4. Pricing and Payment Terms
5. Delivery and Risk of Loss
6. Inspection and Acceptance
7. Warranties
8. Representations
9. Indemnification
10. Limitation of Liability
11. Intellectual Property
12. Confidentiality
13. Default and Remedies
14. Term and Termination
15. Dispute Resolution
16. General Provisions
17. Execution Block

1. DOCUMENT HEADER

MASTER SALE OF GOODS AGREEMENT

This Master Sale of Goods Agreement (this "Agreement") is entered into as of [EFFECTIVE DATE] (the "Effective Date") by and between:

SELLER:

• Legal Name: [SELLER LEGAL NAME]
• Entity Type: [Corporation / LLC / Partnership / Sole Proprietorship]
• State of Organization: [STATE]
• Principal Address: [ADDRESS]
• Contact: [NAME] | [EMAIL] | [PHONE]

BUYER:

• Legal Name: [BUYER LEGAL NAME]
• Entity Type: [Corporation / LLC / Partnership / Sole Proprietorship]
• State of Organization: [STATE]
• Principal Address: [ADDRESS]
• Contact: [NAME] | [EMAIL] | [PHONE]

(each a "Party" and collectively the "Parties")

Recitals

WHEREAS, Seller is engaged in the business of manufacturing/distributing [DESCRIPTION OF GOODS]; and

WHEREAS, Buyer desires to purchase, and Seller desires to sell, such goods on the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

2. DEFINITIONS

For purposes of this Agreement, capitalized terms have the meanings set forth below.

"Acceptance" – Buyer's acknowledgment that Goods conform to the Specifications, either expressly or as provided in Section 6.

"Affiliate" – Any entity controlling, controlled by, or under common control with a Party, where "control" means ownership of more than 50% of voting interests.

"Buyer" – The Party identified as Buyer in Section 1.

"Conforming Goods" – Goods that comply with the Specifications, this Agreement, and applicable law.

"Delivery Date" – The date on which Goods are to be delivered as specified in a Purchase Order.

"Delivery Point" – The location where title and risk of loss transfer, as specified in Section 5.

"Force Majeure Event" – An event beyond a Party's reasonable control, including acts of God, war, terrorism, pandemic, natural disaster, or government action.

"Goods" – The products, materials, equipment, or other tangible items to be sold by Seller to Buyer as described in Exhibit A or any Purchase Order.

"Intellectual Property" – Patents, copyrights, trademarks, trade secrets, and other proprietary rights.

"Non-Conforming Goods" – Goods that do not conform to the Specifications or are defective.

"Purchase Order" – A written order submitted by Buyer to Seller pursuant to Section 3.2.

"Seller" – The Party identified as Seller in Section 1.

"Specifications" – The technical requirements, performance standards, and quality criteria for the Goods as set forth in Exhibit A or the applicable Purchase Order.

"UCC" – The Uniform Commercial Code as adopted in Colorado (C.R.S. Title 4).

"Warranty Period" – The period during which Seller's warranties apply, as defined in Section 7.

3. SALE AND PURCHASE OF GOODS

3.1 Agreement to Sell

Subject to the terms and conditions of this Agreement, Seller agrees to sell and Buyer agrees to purchase the Goods described in Exhibit A and/or in Purchase Orders issued hereunder.

3.2 Purchase Orders

(a) Buyer may submit Purchase Orders specifying: (i) description and quantity of Goods, (ii) requested Delivery Date, (iii) Delivery Point, (iv) shipping instructions, and (v) pricing per the agreed Price Schedule.

(b) Seller shall accept or reject each Purchase Order within [3/5] Business Days of receipt. Failure to respond constitutes acceptance.

(c) Accepted Purchase Orders become binding contracts subject to this Agreement.

3.3 Order Changes and Cancellations

(a) Buyer may request changes to an accepted Purchase Order by written notice. Seller shall respond within [3] Business Days with any impact on price, delivery, or specifications.

(b) Buyer may cancel a Purchase Order upon [X] days' written notice, subject to payment of:

• Raw materials already purchased: at cost
• Work in progress: at cost plus [X]% markup
• Finished Goods: at the full Purchase Order price

3.4 Battle of Forms (C.R.S. § 4-2-207)

This Agreement governs all transactions between the Parties. Any additional or different terms in Buyer's purchase orders, Seller's order acknowledgments, invoices, or other documents are hereby rejected and shall not become part of the contract unless expressly agreed in writing signed by both Parties.

4. PRICING AND PAYMENT TERMS

4.1 Pricing

(a) Prices for Goods are set forth in:
☐ Exhibit B (Price Schedule)
☐ Individual Purchase Orders
☐ Seller's then-current published price list less [X]% discount

(b) Unless otherwise specified, prices are in U.S. Dollars and:
☐ Include shipping, handling, and insurance (DDP)
☐ Exclude shipping, handling, and insurance (EXW/FOB)

(c) Prices are firm for [12/24] months from the Effective Date. Thereafter, Seller may adjust prices upon [60/90] days' prior written notice.

4.2 Taxes

Prices exclude all applicable sales, use, excise, value-added, and similar taxes. Buyer shall pay all such taxes or provide Seller with valid exemption certificates.

4.3 Invoicing and Payment

(a) Seller shall invoice Buyer upon shipment of Goods or as otherwise specified.

(b) Payment Terms: Net [30/45/60] days from invoice date.

(c) Payment Method: [Wire transfer / ACH / Check] to:

• Bank: [BANK NAME]
• Account: [ACCOUNT NUMBER]
• Routing: [ROUTING NUMBER]

4.4 Late Payments

Past due amounts shall bear interest at the rate of [1.5]% per month or the maximum rate permitted by Colorado law (C.R.S. § 5-12-101: 8% per annum unless otherwise agreed in writing), whichever is less.

4.5 Disputed Invoices

(a) Buyer must notify Seller in writing of any invoice dispute within [15] days of invoice date, specifying the disputed amount and reason.

(b) Buyer shall pay undisputed amounts by the due date.

(c) Parties shall negotiate disputed amounts in good faith and resolve within [30] days.

4.6 Set-Off

Neither Party may set off amounts owed under this Agreement against amounts owed under other agreements without the other Party's prior written consent, except for liquidated and undisputed amounts.

5. DELIVERY AND RISK OF LOSS

5.1 Delivery Terms

(a) Delivery shall be made:
☐ EXW (Ex Works) – Seller's facility at [ADDRESS]
☐ FOB Origin – Carrier's facility
☐ FOB Destination – Buyer's facility at [ADDRESS]
☐ DDP (Delivered Duty Paid) – Buyer's facility

(b) Unless otherwise agreed, delivery is [FOB DESTINATION] to Buyer's address specified in the Purchase Order.

5.2 Title and Risk of Loss

(a) Title to Goods passes to Buyer upon [delivery to carrier / delivery to Buyer's facility / payment in full].

(b) Risk of loss passes to Buyer in accordance with the selected delivery term under C.R.S. § 4-2-509.

5.3 Shipping and Insurance

(a) Seller shall ship Goods using [Buyer's designated carrier / Seller's standard carrier / mutually agreed carrier].

(b) Seller shall insure all shipments for their full replacement value until risk of loss transfers to Buyer.

(c) Seller shall provide Buyer with tracking information within [24/48] hours of shipment.

5.4 Delivery Schedule

(a) Time is of the essence for all Delivery Dates.

(b) Seller shall notify Buyer immediately of any anticipated delay and provide a revised delivery schedule.

(c) If Seller fails to deliver within [X] days of the Delivery Date (other than due to Buyer's fault or Force Majeure), Buyer may:

• Cancel the affected Purchase Order without liability
• Procure substitute goods elsewhere and recover the difference in cost from Seller

5.5 Partial Shipments

Seller may make partial shipments unless the Purchase Order specifies otherwise. Each partial shipment constitutes a separate sale.

6. INSPECTION AND ACCEPTANCE

6.1 Inspection Rights

(a) Buyer shall have [X] Business Days after delivery to inspect Goods for conformity to Specifications ("Inspection Period").

(b) Buyer may inspect Goods at Seller's facility prior to shipment upon reasonable advance notice.

6.2 Acceptance

Acceptance occurs when Buyer:
(a) Expressly accepts the Goods in writing;
(b) Fails to reject within the Inspection Period;
(c) Uses or resells the Goods (except for testing purposes); or
(d) Pays for the Goods after the Inspection Period expires.

6.3 Rejection of Non-Conforming Goods

(a) If Goods fail to conform to Specifications, Buyer shall notify Seller in writing within the Inspection Period, specifying the non-conformity.

(b) Buyer shall hold rejected Goods for Seller's inspection and disposition instructions.

(c) Seller shall, at its option and expense:

• Replace the Non-Conforming Goods with Conforming Goods;
• Repair the Non-Conforming Goods; or
• Refund the purchase price for the Non-Conforming Goods.

6.4 Cure Rights (C.R.S. § 4-2-508)

If Seller delivers Non-Conforming Goods before the Delivery Date, Seller may cure by delivering Conforming Goods within the contract time. If Seller had reasonable grounds to believe the tender would be acceptable, Seller may cure within a reasonable time after the Delivery Date.

6.5 Return of Rejected Goods

Seller shall provide return shipping instructions within [5] Business Days of rejection notice. Seller bears all costs for return of rightfully rejected Goods.

7. WARRANTIES

7.1 Express Warranty

Seller warrants that all Goods:
(a) Shall conform to the Specifications;
(b) Shall be free from defects in materials and workmanship;
(c) Shall be merchantable and fit for their ordinary purpose;
(d) Shall comply with all applicable federal, state, and local laws and regulations;
(e) Shall be free and clear of all liens, security interests, and encumbrances; and
(f) Shall not infringe any third-party Intellectual Property rights.

7.2 Warranty Period

The warranties set forth in Section 7.1 shall remain in effect for the longer of:
(a) [12/24/36] months from the date of delivery; or
(b) [X] months from the date of installation/first use.

7.3 Warranty Remedies

During the Warranty Period, Seller shall, at its option and expense:
(a) Repair defective Goods;
(b) Replace defective Goods with new, conforming Goods; or
(c) Refund the purchase price for defective Goods.

Seller shall complete warranty repairs or replacements within [X] Business Days of receiving returned Goods.

7.4 Warranty Exclusions

Warranties do not apply to defects caused by:
(a) Buyer's misuse, negligence, or improper storage;
(b) Unauthorized modification or repair;
(c) Normal wear and tear;
(d) Use in combination with products not supplied or approved by Seller; or
(e) Failure to follow Seller's instructions or specifications.

7.5 Disclaimer of Implied Warranties (C.R.S. § 4-2-316)

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, SELLER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THIS DISCLAIMER IS CONSPICUOUS AND HAS BEEN BROUGHT TO BUYER'S ATTENTION.

Buyer Initials: _______

8. REPRESENTATIONS

8.1 Mutual Representations

Each Party represents and warrants that:
(a) It is duly organized, validly existing, and in good standing under the laws of its state of organization;
(b) It has full power and authority to execute and perform this Agreement;
(c) Execution does not violate any other agreement to which it is bound;
(d) It shall comply with all applicable laws in performing its obligations hereunder.

8.2 Seller Representations

Seller additionally represents that:
(a) Seller has the right to sell the Goods free and clear of any claim or encumbrance (C.R.S. § 4-2-312);
(b) Goods are manufactured in compliance with all applicable labor, environmental, and safety laws;
(c) Seller maintains quality control processes sufficient to ensure Goods meet Specifications;
(d) Seller has not been debarred, suspended, or excluded from any government contracts.

8.3 Buyer Representations

Buyer represents that:
(a) Buyer intends to use the Goods for lawful commercial purposes;
(b) Information provided to Seller regarding Buyer's requirements is accurate and complete.

9. INDEMNIFICATION

9.1 Seller Indemnification

Seller shall indemnify, defend, and hold harmless Buyer, its Affiliates, and their respective officers, directors, employees, and agents ("Buyer Indemnitees") from and against any and all claims, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising from:
(a) Any breach of Seller's warranties or representations;
(b) Seller's negligence or willful misconduct;
(c) Any claim that the Goods infringe a third party's Intellectual Property rights;
(d) Any product liability claim related to defects in the Goods;
(e) Seller's violation of applicable law.

9.2 Buyer Indemnification

Buyer shall indemnify, defend, and hold harmless Seller, its Affiliates, and their respective officers, directors, employees, and agents ("Seller Indemnitees") from and against claims arising from:
(a) Buyer's misuse of the Goods;
(b) Buyer's combination of the Goods with other products in a manner that causes infringement;
(c) Buyer's negligence or willful misconduct;
(d) Buyer's breach of this Agreement.

9.3 Indemnification Procedures

The indemnifying Party shall: (a) be notified promptly of any claim; (b) have sole control over the defense and settlement (provided no settlement admits liability without the indemnitee's consent); and (c) receive reasonable cooperation from the indemnified Party.

10. LIMITATION OF LIABILITY

10.1 Exclusion of Consequential Damages

EXCEPT FOR (A) BREACHES OF CONFIDENTIALITY, (B) INDEMNIFICATION OBLIGATIONS UNDER SECTION 9, (C) GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, AND (D) INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS:

IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST REVENUE, LOSS OF DATA, OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, REGARDLESS OF THE CAUSE OF ACTION OR WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.2 Cap on Liability

EXCEPT FOR THE EXCLUSIONS LISTED IN SECTION 10.1, EACH PARTY'S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF:

(A) THE TOTAL AMOUNTS PAID OR PAYABLE BY BUYER TO SELLER UNDER THIS AGREEMENT DURING THE [12/24]-MONTH PERIOD PRECEDING THE CLAIM; OR

(B) $[AMOUNT].

10.3 Essential Purpose (C.R.S. § 4-2-719)

The Parties acknowledge that the limitations and exclusions in this Section 10 are essential to the Agreement and reflect a reasonable allocation of risk. If any exclusive remedy fails of its essential purpose, Buyer's remedies shall be limited to repair, replacement, or refund as set forth in Section 7.3.

11. INTELLECTUAL PROPERTY

11.1 Seller's Intellectual Property

All Intellectual Property owned by Seller prior to this Agreement or developed independently shall remain Seller's sole property. Nothing herein grants Buyer any ownership rights in Seller's Intellectual Property.

11.2 Buyer's Intellectual Property

All Intellectual Property owned by Buyer prior to this Agreement or provided by Buyer shall remain Buyer's sole property. Seller shall not use Buyer's Intellectual Property except as necessary to fulfill Purchase Orders.

11.3 Custom Goods

For Goods manufactured to Buyer's specifications or designs:
(a) Buyer grants Seller a limited license to use Buyer's specifications solely to manufacture the Goods;
(b) Buyer retains ownership of custom designs and tooling paid for by Buyer;
(c) Buyer shall indemnify Seller for infringement claims arising from Buyer's specifications.

11.4 IP Infringement Defense

If any Goods are alleged to infringe a third party's Intellectual Property, Seller shall, at its option and expense:
(a) Obtain the right for Buyer to continue using the Goods;
(b) Modify the Goods to be non-infringing while maintaining equivalent functionality;
(c) Replace the Goods with non-infringing equivalents; or
(d) Refund the purchase price and accept return of the Goods.

12. CONFIDENTIALITY

12.1 Confidential Information

"Confidential Information" means all non-public information disclosed by either Party, including business plans, pricing, customer lists, technical data, trade secrets, and the terms of this Agreement.

12.2 Obligations

Each Party shall:
(a) Protect Confidential Information using at least the same degree of care as its own confidential information;
(b) Use Confidential Information only for purposes of this Agreement;
(c) Disclose only to employees and contractors with a need to know who are bound by confidentiality obligations;
(d) Not reverse engineer, disassemble, or decompile any Goods or samples.

12.3 Exclusions

Confidential Information does not include information that:
(a) Is or becomes publicly available without breach;
(b) Was known to the receiving Party prior to disclosure;
(c) Is independently developed without use of Confidential Information;
(d) Is rightfully obtained from a third party without restriction.

12.4 Trade Secrets

The Parties acknowledge that certain Confidential Information may constitute "trade secrets" under the Colorado Uniform Trade Secrets Act (C.R.S. § 7-74-101 et seq.). Each Party shall protect such trade secrets as required by law, and this Section 12 shall survive termination for as long as trade secret protection applies.

12.5 Required Disclosures

If compelled to disclose Confidential Information by law or court order, the receiving Party shall: (a) provide prompt notice to the disclosing Party; (b) cooperate with efforts to obtain protective treatment; and (c) disclose only the minimum required.

13. DEFAULT AND REMEDIES

13.1 Events of Default

The following constitute events of default:
(a) Failure to pay any amount when due, not cured within [10] days of notice;
(b) Material breach of any representation, warranty, or covenant, not cured within [30] days of notice (or such longer period as reasonably required if cure is diligently pursued);
(c) Insolvency, bankruptcy, or assignment for the benefit of creditors;
(d) Cessation of business operations.

13.2 Remedies

Upon default, the non-defaulting Party may:
(a) Suspend performance under this Agreement and all Purchase Orders;
(b) Terminate this Agreement and/or affected Purchase Orders;
(c) Recover all amounts due plus interest;
(d) Exercise UCC remedies under C.R.S. §§ 4-2-703 (Seller) or 4-2-711 (Buyer);
(e) Seek specific performance or injunctive relief;
(f) Recover reasonable attorneys' fees and costs.

13.3 Cover (C.R.S. § 4-2-712)

If Seller fails to deliver Conforming Goods, Buyer may "cover" by making a good-faith purchase of substitute goods and recover from Seller the difference between the cover price and the contract price, plus incidental and consequential damages.

13.4 Seller's Resale (C.R.S. § 4-2-706)

If Buyer wrongfully rejects Goods or fails to make payment, Seller may resell the Goods and recover the difference between the resale price and contract price, plus incidental damages.

13.5 Cumulative Remedies

All remedies are cumulative and not exclusive. Exercise of one remedy does not preclude exercise of others.

14. TERM AND TERMINATION

14.1 Term

This Agreement commences on the Effective Date and continues for an initial term of [1/2/3] year(s) (the "Initial Term"), unless earlier terminated. Thereafter, this Agreement shall automatically renew for successive [1]-year periods (each a "Renewal Term") unless either Party provides written notice of non-renewal at least [60/90] days before the end of the then-current term.

14.2 Termination for Convenience

Either Party may terminate this Agreement for convenience upon [90/180] days' prior written notice.

14.3 Termination for Cause

Either Party may terminate immediately upon written notice if the other Party:
(a) Commits a material breach that is not cured within the applicable cure period;
(b) Becomes insolvent or files for bankruptcy;
(c) Makes an assignment for the benefit of creditors.

14.4 Effect of Termination

Upon termination:
(a) All outstanding Purchase Orders remain binding unless otherwise agreed;
(b) Buyer shall pay for all Goods delivered and accepted;
(c) Each Party shall return the other's Confidential Information;
(d) Sections 7 (Warranties), 9 (Indemnification), 10 (Limitation of Liability), 12 (Confidentiality), and 15 (Dispute Resolution) survive termination.

15. DISPUTE RESOLUTION

15.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado, including the Colorado Uniform Commercial Code (C.R.S. Title 4), without regard to conflict of laws principles.

15.2 Negotiation

Before initiating formal dispute resolution, the Parties shall attempt to resolve disputes through good-faith negotiation for at least [30] days.

15.3 Mediation (Optional)

If negotiation fails, either Party may request non-binding mediation administered by [JAMS / AAA / agreed mediator] in Denver, Colorado. Costs shall be shared equally.

15.4 Arbitration OR Litigation

☐ ARBITRATION: Any dispute not resolved through negotiation/mediation shall be finally resolved by binding arbitration administered by [JAMS / AAA] under its Commercial Arbitration Rules, by a single arbitrator in Denver, Colorado. Judgment on the award may be entered in any court of competent jurisdiction.

☐ LITIGATION: Any dispute not resolved through negotiation/mediation shall be resolved in the state or federal courts located in [Denver County / specified county], Colorado. Each Party consents to personal jurisdiction and waives any objection to venue.

15.5 Jury Waiver

EACH PARTY HEREBY KNOWINGLY AND VOLUNTARILY WAIVES, TO THE FULLEST EXTENT PERMITTED BY COLORADO LAW, ANY RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.

Party Initials: Seller _______ Buyer _______

15.6 Injunctive Relief

Notwithstanding the foregoing, either Party may seek temporary or preliminary injunctive relief from any court of competent jurisdiction to prevent irreparable harm pending resolution of any dispute.

15.7 Attorneys' Fees

The prevailing Party in any action to enforce this Agreement shall be entitled to recover its reasonable attorneys' fees and costs.

16. GENERAL PROVISIONS

16.1 Notices

All notices shall be in writing and delivered by: (a) personal delivery, (b) nationally recognized overnight courier, (c) certified mail (return receipt requested), or (d) email with delivery confirmation, to the addresses set forth in Section 1 or as updated by written notice.

16.2 Force Majeure

Neither Party shall be liable for failure to perform due to a Force Majeure Event, provided the affected Party: (a) gives prompt notice; (b) uses reasonable efforts to mitigate; and (c) resumes performance when the event ceases. If a Force Majeure Event continues for more than [90] days, either Party may terminate affected Purchase Orders without liability.

16.3 Assignment

Neither Party may assign this Agreement without the other's prior written consent, except to an Affiliate or in connection with a merger, acquisition, or sale of substantially all assets. Any unauthorized assignment is void.

16.4 Independent Contractors

The Parties are independent contractors. Nothing herein creates an employment, partnership, joint venture, or agency relationship.

16.5 No Third-Party Beneficiaries

This Agreement benefits only the Parties and their permitted successors and assigns.

16.6 Waiver

No waiver is effective unless in writing signed by the waiving Party. Failure to enforce any provision does not waive the right to enforce it later.

16.7 Severability

If any provision is held invalid or unenforceable, it shall be reformed to the minimum extent necessary, and the remaining provisions shall remain in full force.

16.8 Entire Agreement

This Agreement, together with all exhibits and Purchase Orders, constitutes the entire agreement between the Parties and supersedes all prior negotiations, representations, and agreements.

16.9 Amendment

This Agreement may be amended only by a written instrument signed by both Parties.

16.10 Counterparts and Electronic Signatures

This Agreement may be executed in counterparts, each of which is an original. Electronic signatures are valid and binding pursuant to the Colorado Uniform Electronic Transactions Act (C.R.S. § 24-71.3-101 et seq.).

16.11 Construction

Headings are for convenience only. "Including" means "including without limitation." This Agreement shall not be construed against the drafter.

17. EXECUTION BLOCK

IN WITNESS WHEREOF, the Parties have executed this Master Sale of Goods Agreement as of the Effective Date.

WARRANTY DISCLAIMER ACKNOWLEDGMENT (Section 7.5):

| Buyer Initials: _______ |

JURY WAIVER ACKNOWLEDGMENT (Section 15.5):

| Seller Initials: _______ | Buyer Initials: _______ |

EXHIBIT A – GOODS SPECIFICATIONS

EXHIBIT B – PRICE SCHEDULE

EXHIBIT C – PURCHASE ORDER FORM

PURCHASE ORDER NO. [_______]

END OF AGREEMENT