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 ($1.00) 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____.

1. 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.

1. 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 ($10.00) Dollars for each day beyond the first (1^st) day of the month during which Seller fails to deliver

the Widgets to Buyer.

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

the Widgets.

1. 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 (15th) day of each month, by bank or cashier's check (the "Purchase Price").

1. 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 ($750.00) Dollars. In either event, Buyer shall promptly notify Seller of the non-conformity of the Widgets and of Buyer's election.

1. 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.

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

Seller on or before the 15th 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.

1. 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: ________________

1. 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 party shall be construed and enforced as if this Agreement did not contain the particular part, term or provision held to be invalid, illegal, or in conflict with any applicable law.

1. Neither partyto this Agreement shall be deemed to be in violation of this Agreement if it

is prevented from performing any of its obligations hereunder for any reason beyond its control, including without limitation, acts of God or of the public enemy, flood or storm, strikes or statutory regulation or rule of any federal, state, or local government, or any agency thereof.

1. This Agreement contains the entire Agreement by and between the parties hereto

concerning this transaction, and supersedes all previous Agreements, written or oral, between said parties and concerning this transaction.

13.There may be no modification of this Agreement except in writing and signed by the parties here too.

14. This Agreement may not be assigned by Buyer without the prior, written consent of the Seller.

15. The rights and obligations contained herein shall ignore to the benefit of and be binding upon the respective successors and permitted assigns to the parties hereto.

16. Any controversy or claim arising out of or relating to this contract, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The number of arbitrators shall be three. The place of arbitration shall be Hartford, Connecticut or a city as agreed to by both Seller and Buyer. Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

17. This Agreement shall be governed and construed in accordance with the laws of the state of Connecticut.

IN WITNESS WHEREOF, the parties have hereunto caused this Agreement to be duly executed as of the day and year first above written.

SELLER:

By: _____________________________

[Name]

Its [Position]

BUYER:

By: _________________________________

AGREEMENT WORKSHEET

Part I.

Complete the Agreement provided above. Indicate the names of the parties and include your name as one of the parties to the contract.

Part II.

After completing the Agreement, define the terms of the provision, and then identify the provisions within the Agreement. That is, please state the first sentence in which each provision is located.

1. Introductory Clause
2. Recitals
3. Consideration
4. Duration
5. Performance
6. Boilerplate Clauses
7. Testimonium clause
8. Parties Signature

Part III.

Short Answer

Please refer to the Agreement above to answer the following questions. When answering each question, provide the paragraph number, and the specific language from the paragraph or provision that answers the question.

EXAMPLE:

Question: How long does the Buyer have to inspect the Widgets?

Your Answer: Paragraph 5, ..... Buyer shall have five (5) days in which to inspect the Widgets.

1. Who bears the costs of delivery, the risk of loss, and retain title and under what conditions?

1. What happens if the Seller fails to deliver the Widgets to the Buyer honor before the first day of the month? Define liquidated damages:

1. What is the purchase price?

1. What is the way the purchase price must be paid?

1. What can the Buyer do if the Seller sends the Buyer the Widgets on time, but they are green, size E Widgets?

1. Can the Seller verbally consent to the assignment of the contract by the Buyer?

1. Can the Seller verbally consent to modification of the contract?

1. What happens if the Buyer fails to make payment on or before the 15th of the month?

1. What happens if the Purchase Price remains outstanding for more than thirty (30) days?

1. What happens to the remaining provisions of the Agreement, if a term or provision of the Agreement is held by the court to be invalid?

1. In what types of situations will neither party be held to be in violation of the Agreement?

1. If there is a dispute about the Agreement, how will the matter be handled?

1. If there is a dispute, which state laws will govern?

1. How are the parties to provide notice to one another?

1. What is the effective day the Agreement is deemed to be duly executed?