WAREHOUSE TENTATIVE AGREEMENT WITH AWS

This Warehouse Tentative Agreement (the "Agreement") is entered into

as of [Date], by and between:

[Your Company Name and Address]

("Client")

and

Amazon Web Services, Inc.

("AWS")

(collectively referred to as the "Parties").

1. WAREHOUSE SERVICES

1.1 Scope of Services: AWS agrees to provide warehouse services to

the Client as outlined in the Statement of Work attached hereto as
Exhibit A.

1.2 Performance Standards: AWS agrees to perform the services in a

professional and workmanlike manner, adhering to industry standards.

2. COMPENSATION

2.1 Fees: Client agrees to pay AWS the fees outlined in the Statement
of Work attached as Exhibit A.

2.2 Invoicing: AWS shall submit invoices to the Client at the

intervals specified in the Statement of Work, and the Client agrees
to pay the invoices within [number] days of receipt.

3. INTELLECTUAL PROPERTY

3.1 Ownership: Any intellectual property developed by AWS during the

provision of services shall be owned by AWS unless otherwise agreed
upon in writing.

3.2 License: AWS grants the Client a non-exclusive, royalty-free

license to use, modify, and distribute the deliverables produced
under this Agreement for the Client's internal business purposes.

4. CONFIDENTIALITY
4.1 Confidential Information: Both Parties agree to keep confidential
any proprietary or sensitive information disclosed during the term of
this Agreement.

4.2 Exceptions: The confidentiality obligations do not apply to

information that is publicly available or becomes known to the
receiving Party without breach of this Agreement.

5. TERM AND TERMINATION

5.1 Term: This Agreement shall commence on [start date] and continue
until the completion of the services, unless terminated earlier as
provided herein.

5.2 Termination: Either Party may terminate this Agreement for cause
with written notice in the event of a material breach by the other
Party.

6. MISCELLANEOUS

6.1 Governing Law: This Agreement shall be governed by and construed

in accordance with the laws of [jurisdiction].

6.2 Entire Agreement: This Agreement constitutes the entire

understanding between the Parties and supersedes any prior agreements
or understandings, whether written or oral.

IN WITNESS WHEREOF, the Parties hereto have executed this Warehouse

Tentative Agreement as of the date first above written.

[Your Company Name] Amazon Web Services,

Inc.
By: ____________________________ By:
____________________________
[Your Name and Title] [AWS Representative's
Name and Title]