1. Scope of Services & Operational Capability
The Service Provider shall deliver a Supply Operations Coordinator™. In alignment with the Provider’s "Operational Infrastructure" model, the engagement provides dedicated management support for procurement, vendor management, inventory, and delivery. Services include purchase-request tracking, supplier follow-up, material-priority monitoring, and dashboard updates.
Representative activities include purchase-order coordination, vendor document tracking, inventory monitoring, fulfillment follow-up, exception resolution, and supply chain reporting. The specific workflows, approval rules, and vendor standards shall be confirmed during onboarding.
2. Specialist Assignment & Personnel Replacement
The engagement is entered into with 5Keys Business Solution and not with any specific individual. The Service Provider recruits, supervises, trains, compensates, and manages assigned personnel, and may replace, reassign, or supplement a similarly qualified resource due to resignation, leave, performance, workload balancing, or business-continuity needs. Nothing herein creates an employer-employee relationship between the Client and any assigned personnel.
3. Delivery Standards & Operating Rhythm
The Service Provider shall use commercially reasonable efforts to meet agreed operational SLAs, communication response times, and turnaround standards during the agreed service window. The Client acknowledges that delayed instructions, unresponsive vendors, shipping disruptions, or third-party system outages may affect processing timelines.
4. Fees, Advance Payment & Security Deposit
The Client agrees to pay $1,200 per month for the services described in Clause 1. Prior to commencement, the Client shall pay one (1) month in advance plus one (1) month security deposit. The security deposit is applied to the final month of service upon valid termination, provided all balances are paid and the Client has complied with this Agreement.
5. Invoicing, Late Payment & Suspension
Fees are billed in advance and due on or before the agreed billing date. If payment is delayed, the Service Provider may pause services, restrict system access, and halt supply chain operations coverage until balances are settled. Timelines or service levels missed due to delayed payment shall not be deemed a breach by the Service Provider.
6. Client Cooperation & System Access
The Client shall provide timely instructions, escalation protocols, and secure access to the procurement and inventory systems required to perform the services (for example, the Client’s ERP, warehouse management system, or procurement portals). The Service Provider is not responsible for delays caused by platform downtime or unresponsive suppliers.
7. Licensing Boundaries & Professional Responsibility
The Service Provider provides supply chain administration and vendor operations coordination only. The Service Provider is not a licensed engineering firm, customs broker, or logistics carrier, and does not provide purchasing funds, freight handling, warehousing, field inspections, or licensed engineering decisions. All final procurement, quality, and financial determinations remain solely the responsibility of the Client and its leadership. Assigned specialists act only within Client-defined administrative protocols.
8. Vendor Data & Confidentiality
The Service Provider shall handle vendor records, pricing information, inventory data, and supply chain materials with strict confidentiality and use commercially reasonable safeguards. All vendor-facing communication follows Client-approved scripts and policies. Confidentiality obligations survive termination.
9. Performance Expectations & No Outcome Guarantee
The Service Provider shall use commercially reasonable efforts to prioritize purchase requests, follow up on vendors, and coordinate inventory accurately. Because supply chain operations are influenced by vendor performance, shipping delays, and material shortages, the Service Provider does not guarantee specific delivery timelines, fulfillment rates, or production outcomes.
10. Scope Boundaries & Additional Work
Services are limited to the supply chain administrative capabilities, workflows, and coverage hours agreed in writing. Additional departments, new warehouses, or materially increased transaction volume may require separate written approval and may be billed at prevailing rates. Third-party ERP/inventory software licenses, freight charges, customs duties, warehousing costs, field inspection, and external vendor charges are explicitly excluded and remain the financial responsibility of the Client.
11. Confidentiality & Data Security
Each party shall maintain the confidentiality of the other’s proprietary, operational, supply chain, and strategic information, and use commercially reasonable safeguards to protect electronic information and documentation. These obligations survive termination of this Agreement.
12. Intellectual Property
Client-supplied inventory data, vendor records, and business materials remain the property of the Client. The Service Provider retains ownership of its pre-existing management systems, SOP templates, handling frameworks, dashboards, workflows, and proprietary operating methods.
13. Non-Solicitation & Non-Circumvention
During the term and for twelve (12) months following termination, the Client shall not directly or indirectly solicit, hire, or contract with any personnel introduced or assigned by the Service Provider without prior written consent, whether directly or through a third party.
14. Independent Contractor & Non-Exclusivity
The parties are independent contractors. Nothing herein creates a partnership, joint venture, agency, or employer-employee relationship. This is a non-exclusive engagement; the Service Provider may serve other clients provided no confidential Client data is misused or shared.
15. Limitation of Liability
To the fullest extent permitted by law, the Service Provider shall not be liable for indirect, incidental, consequential, special, or punitive damages, lost revenue, property damage, or business interruption arising from supply chain and vendor administrative operations. The Service Provider’s total aggregate liability shall not exceed the fees actually paid by the Client during the three (3) months immediately preceding the claim.
16. Term & Termination
This Agreement operates on a month-to-month basis unless otherwise agreed in writing. Either party may terminate with not less than thirty (30) days’ written notice. The Service Provider may suspend or terminate immediately for non-payment, material breach, misuse of personnel or systems, unauthorized solicitation, or confidentiality breach. The security deposit is applied to the final billing period.
17. Dispute Resolution & Arbitration
The parties shall first attempt to resolve any dispute through good-faith negotiation. Unresolved matters shall be submitted to binding arbitration in a mutually agreed jurisdiction, except where injunctive or equitable relief is necessary to protect confidential information, intellectual property, personnel, or proprietary systems.
18. Force Majeure
Neither party is liable for delay or failure in performance caused by events beyond reasonable control, including internet or telephony outages, ERP platform downtime, power failures, severe weather, natural disasters, port closures, or civil unrest. Timelines and SLAs shall be reasonably waived where such events materially affect performance.
19. Electronic Signatures
This Agreement may be executed electronically. The parties agree that electronic signatures and electronically generated records have the same legal effect as handwritten signatures to the fullest extent permitted under the U.S. Electronic Signatures in Global and National Commerce (ESIGN) Act and the Uniform Electronic Transactions Act (UETA) where applicable.