Business Product Fact Sheet

BUSINESS PRODUCT FACT SHEET AND SUPPLY AGREEMENT

Parties and Contact Information

Recitals

WHEREAS, Supplier Name: designs, manufactures and supplies the product described in this Fact Sheet; and

WHEREAS, Buyer Name: desires to purchase and resell the product under the terms set forth in this Fact Sheet and the Supply Agreement that follows; and

WHEREAS, the parties intend that this Fact Sheet describe the product specifications, commercial terms and the scope of supply which shall be binding upon execution of the signature block below.

Product Overview

Product Name:

Compliance and Certifications

Certifications (check all applicable):

Commercial Terms

Distribution Channels (select all that apply):

Scope of Work

The Supplier shall manufacture, test and deliver the product described above in accordance with the specifications set forth in this Fact Sheet. The Supplier's responsibilities include quality control, packaging to Buyer specifications, and timely coordination of shipments as set forth in purchase orders.

Payment Terms

Buyer agrees to pay Supplier in accordance with the following terms:

Late Payment: Late payments shall accrue interest at on the outstanding amount, together with costs of collection.

Term and Termination

This Agreement commences on the Start Date: and continues until End Date: unless earlier terminated in accordance with this section.

Either party may terminate for convenience upon prior written notice. Either party may terminate immediately for material breach if such breach remains uncured after 30 days' written notice or immediately upon insolvency of the other party.

Confidentiality

Each party shall maintain in strict confidence all non-public information disclosed by the other party that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Confidential Information shall not include information that is publicly known, independently developed, or lawfully obtained from a third party. The receiving party shall use Confidential Information only for performance of this Agreement and shall not disclose it except to employees, agents or contractors with a need to know who are bound by confidentiality obligations at least as protective as those herein.

Governing Law and 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 shall attempt in good faith to resolve disputes promptly by negotiation; if unresolved within 30 days, disputes shall be submitted to the exclusive jurisdiction of the courts located in the specified jurisdiction.

Representations, Warranties and Limitation of Liability

Supplier represents that the product will conform to the specifications set forth herein and will be free from defects in material and workmanship for the warranty period specified. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, SUPPLIER MAKES NO OTHER WARRANTIES, AND ALL IMPLIED WARRANTIES ARE DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. IN NO EVENT SHALL EITHER PARTY'S LIABILITY EXCEED THE AMOUNTS PAID OR PAYABLE UNDER THIS AGREEMENT FOR THE APPLICABLE ORDER, EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

Entire Agreement

This Fact Sheet together with any purchase order and mutually executed amendments constitutes the entire agreement between the parties with respect to the product and supersedes all prior or contemporaneous communications and proposals, whether oral or written. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

Additional Notes and Attachments

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