Business Products Agreement

BUSINESS PRODUCTS AGREEMENT

This Business Products Agreement (the Agreement) is made effective as of by and between:

Recitals

WHEREAS, Supplier develops, manufactures and supplies the products described in this Agreement and possesses the facilities, personnel and expertise necessary to produce such products in accordance with the specifications; and

WHEREAS, Client desires to purchase and resell or use such products under the terms and conditions set forth in this Agreement; and

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

1. Scope of Work

Supplier shall manufacture, supply and deliver the products and related components and services described below in accordance with the specifications, quality standards and delivery schedule agreed by the parties.

2. Products and Deliverables

The initial products to be supplied under this Agreement are set forth below. Each product shall conform to the specifications set forth in the Scope of Work and any attached specifications incorporated by reference.

3. Payment Terms

Client shall pay Supplier for the products and services in accordance with the following terms. Unless otherwise agreed in writing, all payments shall be made in United States dollars.

Late payments shall bear interest at the rate of on the overdue amount, calculated monthly until paid. In addition, Supplier may suspend deliveries for accounts more than past due after providing a minimum of ten (10) days' written notice to Client.

4. Term and Termination

This Agreement shall commence on the Start Date and continue until the End Date, unless earlier terminated pursuant to this Section.

Start Date:     End Date:

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for cause upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

5. Confidentiality

Each party (the Receiving Party) shall hold Confidential Information of the other party (the Disclosing Party) in strict confidence and shall not disclose such Confidential Information to any third party except as necessary to perform its obligations under this Agreement and only to persons who are bound by confidentiality obligations at least as protective as those set forth herein. Confidential Information excludes information that: (a) is or becomes generally available to the public through no fault of the Receiving Party; (b) is rightfully received from a third party without restriction; (c) was known by the Receiving Party prior to disclosure; or (d) is independently developed without use of the Disclosing Party's Confidential Information.

Upon termination or expiration of this Agreement, the Receiving Party shall promptly return or destroy all Confidential Information of the Disclosing Party and certify in writing that it has complied with this obligation, except to the extent retention is required by applicable law, regulation or a bona fide document retention policy.

6. Warranties and Remedies

Supplier warrants that the products supplied under this Agreement will conform to the agreed specifications and be free from defects in material and workmanship for a period of months from delivery. The foregoing warranty is exclusive and is expressly in lieu of all other warranties, whether express or implied, including any warranty of merchantability or fitness for a particular purpose, except to the extent prohibited by applicable law.

Client's exclusive remedies for breach of the warranty shall be, at Supplier's option, repair or replacement of nonconforming products or refund of the purchase price for such products. Supplier shall not be liable for consequential, incidental, punitive or special damages.

7. Delivery and Title

Delivery terms, shipping responsibilities and transfer of title shall be governed by the Incoterm selected by the parties in writing. Unless otherwise agreed, risk of loss passes to Client upon delivery to the carrier. Supplier shall use commercially reasonable efforts to meet delivery dates but shall not be liable for delays caused by force majeure events.

8. Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. The parties agree to submit to the exclusive jurisdiction of the state and federal courts located in that State for any dispute arising out of or relating to this Agreement.

9. Entire Agreement

This Agreement, together with any exhibits, schedules and written statements of work expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, representations and communications, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

10. Miscellaneous

Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except to an affiliate or in connection with a merger, acquisition or sale of substantially all assets, provided that the assignee assumes the assigning party's obligations hereunder. Notices shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate by written notice.

IN WITNESS WHEREOF, the parties have executed this Agreement by their duly authorized representatives as of the date first written above.

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