各位英文好的大大们，可以帮忙解释下合约的内容吗？

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各位英文好的大大们，可以帮忙解释下合约的内容吗？有哪一方面应该注意？

1.
Invoicing & Payment: Vendor willinvoice for all goods and services provided hereunder within one hundred twenty(120) days of providing same. After expiration of that time, Vendor waives theright to receive payment of such invoices. Vendor shall not assign its rights to payments received hereunder.Vendor agrees that all forms of payment (check, draft, etc.) that remainun-cashed for a period of two years from the date of the payment instrumentshall be conclusively deemed forfeited to CWW in whole and Vendor shall not beentitled to further payment.

2.
Term: This Agreement shall be for a termof one year from the date of approval by CWW of the Application, subject toearly termination as set forth below. The term shall automatically renew foradditional one (I) year terms unless cancelled by either party by providingwritten notice to the other party at least sixty days prior to an anniversarydate of the Agreement.

3.
Assignment: This Agreement may not beassigned by Vendor in whole or in part without the prior written consent ofCWW, which consent may be withheld in CWW’s discretion. Notwithstanding theforegoing, Vendor shall not assign any payment or rights to payment duehereunder to any third party.

4.
Termination: CWW can cancel the Agreementwith or without cause on fifteen (15) days priornotice to Vendor. There is no minimum amount of orders that need to be placedhereunder. This is a non-exclusive agreement and CWW can purchase the productsor services from other vendors.

Vendormay terminate this Agreement orany Statement of Work issued hereunder,for cause, upon giving at least thirty (30) days prior written notice to CWW inthe event that CWW has breached any of the terms or conditions hereof and suchbreach has not been cured within this notice period.

5.
Insurance: Vendor shall maintain at itsown expense, during the term of this Agreement, at least the forms and amountsof insurance set forth below:

a.
CommercialGeneral Liability -$1,000,000per occurrence to include blanket contractual liability, broad form propertydamage, personal injury, and product liability where applicable and naming CWWas an additional insured.

b.
Worker’sCompensation -statutorylimits for the state of services required to include waiver of subrogation infavor of CWW.

c.
Garagekeepers Liability -whereVendor is supplying automotive related services, $1,000,000 per occurrence

d.
CommercialAutomobile Liability -$1,000,000per occurrence

e.
ExcessLiability Insurance -$1,000,000 per occurrence

f.
CargoInsurance -MotorCarriers are required to carry Cargo Insurance at levels sufficient to meet CWWcustomer requirements.

Policiesto be issued by insurers authorized to do business in all the states where theservices or products are to be provided. Prior to commencing the provision ofthe products or services, Vendor shall provide to CWW certificates of insuranceevidencing the insurance required hereunder, which certificate shall include astatement that CWW will be provided thirty (30) days prior notice of anycancellation, coverage reduction or other material change in insurancecoverage.

Atleast thirty (30) days prior to the effective date of any expiration of requiredcoverage, Vendor shall provide CWW with replacement certificates of insurancecomplying with the amounts and coverage set out herein.

5.AIf your company does not carry insurance please indicate that is the case byprinting on the line below that you do not have insurance and signing.

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6.
Indemnification: Vendorshall be responsible for and shall indemnify and save harmless CWW, itsaffiliated entities, and their employees and agents against any and all loss,claim, or damage, including reasonable attorneys’ fees and court costs arisingout of or resulting from (i) the negligent or intentional acts or omissions ofVendor, its employees, agents or subcontractors (ii) Vendor or any of itsemployees, agents, or subcontractors failure to comply with applicable federal,state or local laws, regulations, or orders, (iii) breach of any obligation ofVendor under this Agreement, and (iv) any claim for personal injury or worker’s compensationbenefits of Vendor’s employees related to the provision of services or productshereunder (regardless of the cause or the negligence of CWW, its employees,agents or subcontractors).

7.
Jurisdiction and Venue: ThisAgreement shall be construed and enforced in accordance with the laws of theState of Texas, excluding conflict of law principles. Any legal proceedingrelating to this Agreement shall be brought and heard in a federal or statecourt of competent jurisdiction located in Harris County, Texas.

8.
Solicitation of CWW Employees: Vendoragrees that it shall not at any time during the term of this Agreement and fora period of one year thereafter, directly or indirectly solicit, contact, hireor entice any employee of CWW, as a supervisory level or above (a) for possibleemployment or engagement of such employee in any business; or (b) to terminatehis/her employment with CWW. If Vendor breaches the terms of this paragraph,Vendor shall pay to CWW upon demand, an amount equal to two times (2x) thetotal annualized compensation (including bonus or any other monetary incentive)of such CWW employee.

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9.     Gifts: Supplier agrees that it shall not give gifts of any kind or nature (except those of a promotional nature having a nominal value of less than $25) to any CWW employee.

10.  Confidentiality: Vendor shall not disclose to any third party any information concerning the customers, trade secrets, methods, processes or procedures, or any other confidential, financial or business information of CWW that it learns during the course of the provision of services or products hereunder, without the prior written consent of CWW. This obligation shall survive the cancellation or other termination of this Agreement.

11.  Audits: Vendor shall retain complete and accurate records of the services or product provided and amounts billed hereunder in accordance with generally accepted accounting principles for a period of three years after such records are created. Upon prior notice from CWW, Vendor shall provide CWW or any designee thereof with access to Vendors records for the purposes of performing audits or inspections thereof.

12.  Independent Contractor: Vendor is an independent contractor and under no circumstances shall any of the employees of Vendor be deemed to be employees of CWW. Vendor has no authority to act as the agent for CWW and has no capacity to make commitments of any kind for the account of CWW. Vendor shall not be subject to the general supervision or control of CWW and shall be free to set its own business hours and procedures subject to the provisions of this Agreement.  Vendor shall have control of its activities with the right to exercise independent judgment as to performing its obligations under this Agreement and the manner of Vendors’ supervision and control of vendors’ agents, servants, and employees.  Vendors’ relationship with CWW shall be that of an independent contractor and nothing in this Agreement shall be construed to create a partnership, joint venture, agency, employer/employee, or similar relationship between the parties.  Further, it is not the intention of this Agreement or the parties to this Agreement to confer a third-party beneficiary right of action upon any third party or entity, and nothing in this Agreement shall be construed to confer upon any third party a right of action under this Agreement or in any manner.  Vendor (and its employees and agents) shall not be entitled to any of the benefits CWW or its affiliates may make available to their employees.  Vendor shall be solely responsible for all compensation due to its employees and for all tax returns and payments required to be filed with or made to any applicable tax authority with respect to vendors’ performance of the Services and receipt of fees under this Agreement.  Because Vendor is an independent contractor, CWW will not withhold or make payments for social security, make unemployment insurance or disability insurance contributions, or obtain worker’s compensation insurance on vendors’ (or its employees’ or agents’) behalf.  Neither party is granted any express or implied right or obligation to assume or create any obligation or responsibility on behalf of or in the name of the other party, or to bind the other party in any manner whatsoever.

13.  Authorization: This Vendor Application and Agreement and any other agreements between CWW and Vendor (or any of its affiliated companies) shall only be valid and enforceable if executed by a Vice President of CWW, or by the Director of Operations of CWW. Vendor is hereby informed and agrees that any contract signed by an employee of CWW other than a Vice President, or the Director of Operations, shall be void and of no force and effect.

14.  Vendor Representation:  Vendor represents that all information that has been provided to CWW is true and correct and can be relied upon by CWW in evaluating the application.

15.  Non-exclusive:  Notwithstanding anything herein to the contrary, the Parties expressly acknowledge and agree that the relationship between the Parties under this Agreement shall be non-exclusive, and that Company may obtain quotations from other service providers, and have them perform part of the work scope contemplated hereunder.

16.  Compliance with Laws:  Vendor warrants that no applicable laws and regulations shall be violated in the provision of the Services contemplated to be rendered, and that Vendor shall comply with, and adhere to, all applicable laws and regulations which may apply to Vendor in connection with this Agreement.


谢谢`~