Business Correspondence Meltable Letter

BUSINESS CORRESPONDENCE MELTABLE LETTER

Recitals

WHEREAS, Service Provider is engaged in the design, production, and packaging of specialized business correspondence materials and related services, including meltable correspondence components intended for controlled dissolution under specified conditions; and

WHEREAS, Client desires to retain Service Provider to produce and deliver meltable business correspondence (the "Deliverables") in accordance with the specifications and schedule set forth in this Agreement, and Service Provider is willing to provide such services under the terms and conditions herein;

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows. Effective Date:

Scope of Work

Service Provider shall perform the design, prototyping, manufacture, quality testing, and delivery of meltable business correspondence as described below. The Deliverables shall conform to the specifications, performance standards, and packaging requirements mutually agreed by the parties and recorded in this Section.

Payment Terms

Client shall pay Service Provider the fees for the Deliverables in accordance with this Section. All fees are exclusive of taxes unless otherwise stated.

Payment is due within days of invoice unless otherwise stated. Late payments shall incur interest calculated at percent per month, subject to a minimum late fee of .

Term and Termination

This Agreement shall commence on the Start Date and continue until the End Date unless earlier terminated as provided below.

Start Date:     End Date:

Either party may terminate this Agreement for convenience upon written notice to the other party delivered not less than days prior to the effective date of termination. Either party may terminate immediately for material breach if the breach remains uncured for a period of 30 days after written notice specifying the nature of the breach.

Upon termination, Client shall pay Service Provider for all work performed and reasonable costs incurred through the effective date of termination, subject to any setoffs permitted by this Agreement. Service Provider shall deliver to Client all completed Deliverables and reasonably usable work in progress upon receipt of payment for such items.

Confidentiality

Each party (the "Receiving Party") shall maintain in confidence all Confidential Information disclosed by the other party (the "Disclosing Party") and shall not use such Confidential Information except to perform its obligations under this Agreement. "Confidential Information" includes, without limitation, technical data, designs, formulations, specifications, prices, customer lists, business plans, and any other information that by its nature should reasonably be considered confidential.

The Receiving Party shall restrict disclosure of Confidential Information to those employees, agents, or subcontractors who have a need to know and who are bound by confidentiality obligations at least as protective as those contained herein. Confidentiality obligations do not apply to information that: (a) is or becomes publicly known through no breach by the Receiving Party; (b) is rightfully received from a third party without restriction; (c) is independently developed by the Receiving Party without reference to the Disclosing Party's Confidential Information; or (d) is required to be disclosed by law, provided the Disclosing Party is given prompt notice and an opportunity to seek protective measures.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction set forth below, without regard to its conflicts of law principles.

Entire Agreement

This Agreement, including any exhibits or attachments incorporated by reference, constitutes the complete and exclusive statement of the agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous proposals, negotiations, understandings, and agreements, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party may designate in writing. Notice is effective upon receipt.

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