Apparel Supply Contract

APPAREL SUPPLY CONTRACT

This Apparel Supply Contract ("Contract") is made and entered into as of by and between Supplier: , with principal place of business at , and Buyer: , with principal place of business at .

RECITALS

WHEREAS, Supplier is engaged in the manufacture and supply of apparel and related finished goods and has representational capacity, facilities and expertise to produce garments in accordance with Buyer specifications; and

WHEREAS, Buyer desires to purchase apparel products from Supplier on the terms and conditions set forth in this Contract, and Supplier is willing to supply such products in accordance with those terms.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties agree as follows:

1. DEFINITIONS

For purposes of this Contract: "Goods" means the apparel items, components, accessories and packaging specified in an applicable Purchase Order; "Purchase Order" means a written order placed by Buyer specifying Goods, quantities, unit prices, delivery schedule and other required terms; "Specifications" means the technical drawings, material lists, size charts, tolerances and samples provided by Buyer and accepted by Supplier.

2. SCOPE OF SUPPLY

Supplier shall manufacture, pack and deliver Goods to Buyer in accordance with the Specifications and the schedule set forth in each Purchase Order. Supplier shall ensure that all Goods conform to the Specifications, are free from defects in design (to the extent designed by Supplier), material and workmanship, and comply with applicable law.

Product description and principal assortment for the initial term:

3. PURCHASE ORDERS; FORECASTS; MINIMUMS

Buyer will submit Purchase Orders to Supplier specifying quantities, desired delivery dates and other requirements. Purchase Orders shall be subject to acceptance by Supplier, which acceptance shall not be unreasonably withheld. Buyer will provide a rolling forecast covering the next months. Supplier shall use commercially reasonable efforts to reserve capacity to meet Buyer's forecasted demand.

Minimum order quantity per style:

4. SPECIFICATIONS, SAMPLES AND APPROVAL

Buyer shall provide initial Specifications and, where applicable, a master sample. Supplier shall produce pre-production samples upon request. Buyer shall approve or reject pre-production samples within calendar days of receipt. If Buyer fails to respond within that period, the sample shall be deemed approved.

5. DELIVERY, TITLE AND RISK OF LOSS

Unless otherwise agreed in a Purchase Order, delivery shall be Ex Works Supplier facility (Incoterms as agreed in the Purchase Order). Title and risk of loss shall pass to Buyer upon Supplier's delivery of Goods to the carrier at Supplier's facility, unless otherwise specified in the Purchase Order.

Standard lead time from sample approval to shipment:

6. INSPECTION AND ACCEPTANCE

Buyer shall inspect Goods within business days after receipt and shall notify Supplier in writing of any nonconformity. Failure to give such notice within the inspection period shall constitute acceptance of the Goods, except for hidden defects that could not reasonably be discovered upon inspection.

7. PRICE, INVOICING AND PAYMENT

Prices for Goods shall be as stated on the Purchase Order and are firm for the term set forth in the Purchase Order unless otherwise agreed in writing. All prices are exclusive of taxes, duties and shipping unless otherwise stated.

8. TAXES AND DUTIES

All taxes, duties, levies or similar charges imposed by any governmental authority on the production, sale, export or import of the Goods shall be borne by the party required by applicable law to pay such taxes unless otherwise agreed in a Purchase Order.

9. CHANGES AND CANCELLATIONS

Buyer may request changes to Specifications, quantities or delivery dates. Supplier shall use commercially reasonable efforts to accommodate such changes, but may require an equitable adjustment to price, schedule and any other affected terms. Cancellations of confirmed Purchase Orders may be subject to cancellation fees reasonably reflecting Supplier's costs incurred.

10. WARRANTIES

Supplier warrants that all Goods supplied hereunder shall: (a) conform to the Specifications; (b) be free from material defects in materials and workmanship; and (c) be merchantable and fit for the ordinary purposes for which such goods are used. The warranty period shall be months from the date of delivery, unless otherwise agreed in writing.

11. INTELLECTUAL PROPERTY; DESIGNS

Buyer retains all rights, title and interest in its trademarks, trade dress, designs and other intellectual property provided to Supplier. Supplier shall not use Buyer IP other than to perform this Contract. Supplier warrants that Goods and their manufacture shall not infringe third-party intellectual property rights and will, at Supplier's expense, defend and indemnify Buyer against claims arising from Supplier's breach of this warranty.

12. CONFIDENTIALITY

Each party shall keep confidential and shall not disclose to any third party any confidential information received from the other party, including Specifications and pricing, except as required to perform this Contract or as required by law. Confidential information shall not include information that is publicly available or lawfully known to the receiving party prior to disclosure.

13. INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party shall indemnify, defend and hold harmless the other party from and against any claims, liabilities, losses or expenses arising out of the indemnifying party's gross negligence, willful misconduct or breach of this Contract. Except for liabilities arising from gross negligence, willful misconduct, infringement of intellectual property rights or violation of law, neither party shall be liable to the other for consequential, incidental or punitive damages and aggregate liability shall be limited to the total amount paid or payable under the Purchase Order giving rise to the claim.

14. INSURANCE

Supplier shall maintain commercially reasonable insurance coverage, including product liability and general liability insurance, with minimum limits customary for the industry. Upon request, Supplier shall provide certificates of insurance evidencing such coverage.

15. TERM; TERMINATION

This Contract shall commence on the Effective Date and continue for an initial term of years, unless earlier terminated in accordance with this Section. Either party may terminate this Contract for material breach by the other party if the breach remains uncured after thirty (30) days' written notice. Buyer may also terminate for convenience upon days' written notice, subject to payment for work in progress and costs reasonably incurred by Supplier.

16. FORCE MAJEURE

Neither party shall be liable for failure or delay in performance caused by circumstances beyond its reasonable control, including acts of God, fire, flood, war, labor disputes, governmental actions or inability to obtain materials ("Force Majeure"). The affected party shall give prompt written notice and shall use reasonable efforts to resume performance.

17. NOTICES

All notices required or permitted under this Contract shall be in writing and delivered to the addresses set forth below by hand delivery, certified mail (return receipt requested) or reputable overnight courier, and shall be deemed effective upon receipt.

18. ASSIGNMENT

Neither party may assign or transfer its rights or obligations under this Contract without the prior written consent of the other party, which consent shall not be unreasonably withheld, except that either party may assign to an affiliate or in connection with a merger, sale of all or substantially all assets or similar corporate transaction.

19. AMENDMENTS; WAIVER

No amendment, modification or waiver of any provision of this Contract shall be effective unless in writing and signed by authorized representatives of both parties. The failure of either party to enforce any right shall not constitute a waiver of that right.

20. GOVERNING LAW; DISPUTE RESOLUTION

This Contract shall be governed by and construed in accordance with the laws of the state or jurisdiction specified below without regard to its conflict of laws principles. The parties shall first attempt in good faith to resolve disputes by negotiation, and if unresolved, by binding arbitration conducted in the agreed forum.

21. ENTIRE AGREEMENT; SEVERABILITY

This Contract, together with all Purchase Orders and attachments expressly incorporated herein, constitutes the entire agreement between the parties and supersedes all prior negotiations, representations or agreements, whether written or oral, relating to the subject matter hereof. If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and the invalid provision shall be reformed to the extent necessary to make it enforceable.

22. MISCELLANEOUS

The headings in this Contract are for convenience only and shall not affect interpretation. All monetary amounts are in the currency specified above unless otherwise indicated. Any provision requiring performance beyond termination shall survive termination to the extent necessary to effectuate the parties' rights and obligations.

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