# Course of Dealing Agreement
**This Course of Dealing Agreement ("Agreement") is made and entered into as of the [Date] by and between:**
**[Party A Name]**
[Party A Address]
[City, State, Zip Code]
AND
**[Party B Name]**
[Party B Address]
[City, State, Zip Code]
**Collectively referred to as "the Parties."**
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### 1. **BACKGROUND**
This Agreement outlines the terms based on the established course of dealing between the Parties, which may influence future transactions and interactions. The Parties recognize that their past conduct and established practices will guide the interpretation and performance of this Agreement.
### 2. **DEFINITIONS**
For purposes of this Agreement, the following terms shall have the following meanings:
- **"Course of Dealing"**: Refers to the previous conduct and transactions between the Parties that may inform and govern present and future agreements.
- **"Goods"**: Refers to any products, materials, or services defined in subsequent agreements.
- **"Services"**: Refers to any work or service provided as specified in this Agreement.
### 3. **SCOPE OF AGREEMENT**
The course of dealing between the Parties, as established through their prior dealings, will govern the interpretation and performance of all future transactions related to the purchase and sale of Goods and Services unless otherwise stated in writing and agreed upon by both Parties.
### 4. **TERMS AND CONDITIONS**
#### 4.1 **Purchase Orders**
- All purchases of Goods and Services shall be initiated by a purchase order issued by the Buyer (Party A) which references this Agreement.
#### 4.2 **Payment Terms**
- Unless otherwise agreed upon in writing, payment shall be made within [30/60] days from the date of the invoice.
#### 4.3 **Delivery Terms**
- Delivery of Goods shall be made as per the standard practices established in previous transactions, unless otherwise specified in the purchase order.
#### 4.4 **Acceptance of Goods and Services**
- The Buyer shall have [number] days from the date of delivery to inspect and accept or reject the Goods and Services according to the standards established in previous transactions.
### 5. **DISPUTE RESOLUTION**
In the event of any disputes arising out of or relating to this Agreement, the Parties agree to first attempt to resolve the matter through informal discussions. If the dispute cannot be resolved through discussions, the Parties may seek mediation before pursuing any other form of resolution, including litigation.
### 6. **GOVERNING LAW**
This Agreement shall be governed by and construed in accordance with the laws of the State of [State].
### 7. **ENTIRE AGREEMENT**
This Agreement constitutes the entire understanding and agreement between the Parties regarding its subject matter and supersedes all prior agreements, whether written or oral.
### 8. **AMENDMENTS**
No amendment or modification of this Agreement shall be binding unless made in writing and signed by both Parties.
### 9. **SIGNATURES**
**IN WITNESS WHEREOF**, the Parties hereto have executed this Course of Dealing Agreement as of the day and year first above written.
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**[Party A Name]**
__________________________
Signature
__________________________
Name
__________________________
Title
**[Party B Name]**
__________________________
Signature
__________________________
Name
__________________________
Title
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*End of Agreement*