Business Supply Contract

BUSINESS SUPPLY CONTRACT

This Business Supply Contract (the Agreement) is entered into as of by and between:

RECITALS

WHEREAS, Supplier is engaged in the business of manufacturing, distributing, and/or selling the goods described in this Agreement and possesses the capacity and resources to supply such goods to Purchaser on the terms contained herein;

WHEREAS, Purchaser desires to procure certain goods from Supplier for commercial resale, incorporation into Purchaser's products, or internal use subject to the terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire to set forth their rights and obligations with respect to the supply, delivery, acceptance, and payment for such goods.

SCOPE OF WORK

Supplier will supply and deliver the goods, components, and related documentation described below in accordance with the specifications, quantities and delivery schedule set forth in this Agreement. Supplier shall perform all manufacturing, packing, labeling and testing necessary to ensure conformity to the agreed specifications and good commercial practice.

PAYMENT TERMS

The purchase price for the goods supplied under this Agreement and the terms of payment are as stated below. Unless otherwise agreed in writing, prices are exclusive of applicable taxes, duties and shipping unless specified.

DELIVERY AND ACCEPTANCE

Delivery shall be made FCA Supplier's facility unless otherwise agreed. Title and risk of loss transfer to Purchaser upon delivery to the carrier unless the parties agree otherwise in writing. Purchaser shall inspect all goods upon receipt and shall notify Supplier in writing of any nonconformity within days of receipt. Failure to give timely notice shall constitute acceptance of the goods.

TERM AND TERMINATION

This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for material breach that is not cured within the notice period specified below, or upon written notice if the other party becomes insolvent or subject to receivership or bankruptcy proceedings.

CONFIDENTIALITY

Each party acknowledges that it may receive Confidential Information of the other party. "Confidential Information" means non-public information disclosed in connection with this Agreement, including pricing, specifications, business plans, customer lists, and technical data. Each party shall (i) hold Confidential Information in strict confidence, (ii) not disclose it to third parties except to its employees or advisors with a need to know who are bound by confidentiality obligations, and (iii) not use Confidential Information for any purpose other than performing under this Agreement. Confidentiality obligations shall survive termination for a period of three (3) years, or longer if required by applicable law for trade secrets.

INDEMNIFICATION; LIMITATION OF LIABILITY

Supplier will indemnify and hold Purchaser harmless from claims arising out of Supplier's negligent manufacture or breach of warranty, and Purchaser will indemnify Supplier for claims arising from Purchaser's misuse of the goods. Except for willful misconduct, fraud, or indemnity obligations, neither party's aggregate liability for direct damages shall exceed the total amount paid under this Agreement for the goods that give rise to the claim. Neither party shall be liable for consequential, incidental, special or punitive damages.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of without regard to conflict of law principles.

ENTIRE AGREEMENT

This Agreement, together with any exhibits, purchase orders incorporated by reference, and written amendments signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations and understandings, whether oral or written. No modification shall be binding unless 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 below by certified mail, overnight courier, or email if receipt is confirmed.

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