Color Program Agreement

COLOR PROGRAM AGREEMENT

This Color Program Agreement ("Agreement") is entered into as of Effective Date: by and between Supplier Name: and Client Name: .

RECITALS

WHEREAS, Supplier develops, controls and maintains color standards, formulations, color matches and program controls for coatings, textiles, plastics, and related products (the "Color Program"); and

WHEREAS, Client desires to participate in Supplier's Color Program for specified products and to receive program services including color formulation, approval samples, specification documentation, and related quality control services; and

NOW, THEREFORE, in consideration of the mutual covenants set forth below, the parties agree as follows.

SCOPE OF WORK

Supplier will provide color program services as described and agreed in writing by the parties. Core services shall include color measurement, formulation, sample production, digital and physical standard provision, tolerancing, standard updates, and reporting. Supplier's responsibilities shall be limited to the items expressly described in the Scope below.

PAYMENT TERMS

Client shall pay Supplier the fees described below in consideration for the services. All amounts are payable in lawful currency of the United States unless otherwise agreed.

Late payments shall accrue interest at the rate of percent per month (or the maximum rate permitted by law, if lower) on any unpaid balance after a grace period of days from invoice date.

TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon providing written notice at least days prior to the desired termination date. Either party may terminate immediately for material breach if such breach is not cured within days after written notice of breach.

CONFIDENTIALITY

Each party (the "Receiving Party") shall hold in confidence and not disclose to any third party any Confidential Information of the other party (the "Disclosing Party"). "Confidential Information" includes color formulations, spectral data, tolerances, proprietary technical processes, pricing, customer lists and business strategies related to the Color Program, whether disclosed orally, in writing, or by inspection of tangible objects.

Confidential obligations shall not apply to information that: (a) is or becomes generally available to the public through no fault of the Receiving Party; (b) is lawfully received from a third party without restriction; (c) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information; or (d) is required to be disclosed by law or court order, provided the Disclosing Party is given prompt notice and an opportunity to seek protective measures.

The obligations of confidentiality survive termination of this Agreement for a period of years.

INTELLECTUAL PROPERTY

Supplier retains all right, title and interest in and to formulations, color recipes, process know-how, software, and other intellectual property developed prior to or independently of this Agreement. Client is granted a non-exclusive, non-transferable license to use Supplier's color standards and associated documentation solely for manufacture, inspection and sale of products authorized under this Agreement, subject to compliance with program requirements.

WARRANTIES, INDEMNIFICATION AND LIMITATION OF LIABILITY

Supplier warrants that services will be performed in a professional manner consistent with industry standards. EXCEPT AS EXPRESSLY SET FORTH HEREIN, ALL WARRANTIES ARE DISCLAIMED. Each party shall indemnify, defend and hold harmless the other party from third-party claims arising out of the indemnifying party's negligence, willful misconduct or breach of this Agreement. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, AND AGGREGATE LIABILITY SHALL BE LIMITED TO AMOUNTS PAID OR PAYABLE UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRIOR TO THE CLAIM.

AUDIT, REPORTING AND QUALITY CONTROL

Supplier shall provide Client with periodic reports describing color standard changes, tolerancing data, and any nonconforming occurrences. Client shall permit Supplier reasonable access to production records and samples for verification and audit of program compliance upon reasonable notice.

FORCE MAJEURE

Neither party shall be liable for delays or failures in performance resulting from causes beyond its reasonable control, including but not limited to acts of God, labor disputes, governmental actions, shortages of raw materials, or disruptions to transportation or utilities; provided that the affected party promptly notifies the other and uses commercially reasonable efforts to mitigate the impact.

GOVERNING LAW

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

ENTIRE AGREEMENT

This Agreement, including any attachments and executed change orders, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral. Any amendment must be in writing and signed by authorized representatives of both parties.

NOTICES

All notices required under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate in writing. Notice is effective upon personal delivery, confirmed electronic delivery, or three (3) days after deposit with a nationally recognized overnight courier.

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