FICTIONAL SAMPLE for Legalcomplex Monocle practice templates. No real company, person or court.

SOFTWARE SUPPLY AGREEMENT
between Vondelhof Software B.V. ("Supplier") and Kestrel Row Logistics B.V. ("Customer"), dated 3 March 2025.

1. Term. This Agreement starts on 1 April 2025 and runs for 36 months. It renews for successive periods of 12 months unless either party gives written notice of non-renewal at least 90 days before the end of the then-current period.
2. Fees. Customer pays EUR 4,800 per month, invoiced quarterly in advance. Fees rise each 1 April by the change in the Dutch CPI, capped at 5 percent.
3. Termination. Either party may terminate for material breach not cured within 30 days of notice. Customer may not terminate for convenience during the initial 36 months.
4. Liability. Each party's total liability in any contract year is limited to the fees paid in the 12 months before the event. This cap does not apply to wilful misconduct, gross negligence, or breach of clause 7 (confidentiality).
5. Data. Supplier processes personal data on Customer's behalf under the data processing agreement in Schedule 2. Supplier may use sub-processors listed in Schedule 3 and will give 30 days notice of changes.
6. Governing law. This Agreement is governed by Dutch law. The courts of Amsterdam have exclusive jurisdiction.
7. Confidentiality. Each party keeps the other's confidential information secret for the term and five years after.