Business Industry Samples

BUSINESS INDUSTRY SAMPLES AGREEMENT

This Business Industry Samples Agreement (the Agreement) is entered into as of (Effective Date) by and between the parties identified below.

PARTIES

WHEREAS

WHEREAS, Provider develops, manufactures or otherwise possesses industry samples, prototypes, and related materials and technical data (collectively, Samples) relevant to the business of Provider; and

WHEREAS, Recipient wishes to receive and evaluate certain Samples for the purposes of internal evaluation, testing, and potential commercial relationship subject to the terms and conditions set forth herein; and

WHEREAS, Provider is willing to provide Samples to Recipient on the terms set forth in this Agreement.

SCOPE OF WORK

Provider will deliver the Samples described below and Recipient will use such Samples solely as permitted by this Agreement. Detailed description of Samples, quantities, intended use, and acceptance criteria:

PAYMENT TERMS

In consideration for provision of the Samples and any associated services, Recipient shall pay Provider as follows:

Invoices issued by Provider are payable within the payment terms specified above. Recipient shall be responsible for reasonable collection costs and interest on overdue amounts at the rate specified in the Late Payment Fee.

TERM AND TERMINATION

Term: This Agreement begins on and continues until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon written notice to the other party given at least the notice period set forth above. Either party may terminate for material breach if the breaching party fails to cure the breach within thirty (30) days after receipt of written notice describing the breach.

CONFIDENTIALITY

Each party acknowledges that Samples and all non-public technical, business, pricing and other information disclosed by Provider or Recipient in connection with this Agreement (Confidential Information) are proprietary. Recipient shall (a) hold Confidential Information in strict confidence, (b) not disclose Confidential Information to any third party except to its employees, agents or consultants who have a need-to-know and who are bound by confidentiality obligations at least as protective as those herein, and (c) use Confidential Information solely to evaluate or test the Samples for the purposes described in this Agreement.

Recipient shall not attempt to reverse engineer, decompose, or analyze the composition or formulation of any Sample except to the extent expressly permitted in writing by Provider. Upon termination or expiration of this Agreement, Recipient shall, at Provider's option, return or destroy all Confidential Information and certify in writing that it has done so.

OWNERSHIP, LICENSE AND USE OF SAMPLES

Provider retains all right, title and interest in and to the Samples, including any underlying intellectual property. Provider grants Recipient a limited, non-exclusive, non-transferable, revocable license to use the Samples solely for evaluation, testing and internal business purposes during the Term. Recipient shall not commercialize, sell or otherwise distribute Samples without the prior written consent of Provider.

REPRESENTATIONS, WARRANTIES AND DISCLAIMER

Provider represents that it has the right to provide Samples to Recipient subject to the terms of this Agreement. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, PROVIDER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. Recipient acknowledges that Samples may be experimental and accepts the risk associated with their evaluation.

INDEMNIFICATION AND LIABILITY

Each party shall defend, indemnify and hold harmless the other party from claims, liabilities and expenses arising from the indemnifying party's breach of this Agreement or negligence in connection with the Samples. EXCEPT FOR A PARTY'S INDEMNITY OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY FOR DIRECT DAMAGES SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

NOTICES

COMPLIANCE AND SAFETY

Recipient shall handle Samples in accordance with applicable laws, regulations and Provider instructions. If Samples contain hazardous materials, Provider will disclose applicable handling, storage and disposal requirements prior to shipment.

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GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of without regard to conflict of law principles. The parties agree to attempt to resolve disputes in good faith by negotiation prior to seeking judicial relief.

ENTIRE AGREEMENT; AMENDMENT

This Agreement constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

SEVERABILITY

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and the invalid or unenforceable provision shall be replaced by a valid provision that most closely reflects the parties' original intent.

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