Color Sample Template

COLOR SAMPLE TEMPLATE

This Color Sample Agreement (the "Agreement") is entered into as of by and between Supplier Name: and Client Name: .

WHEREAS

WHEREAS, Supplier is engaged in the business of producing physical and digital color samples, swatches and related color-matching deliverables (collectively, "Color Samples") and has the technical capability to prepare Color Samples in accordance with Client specifications; and

WHEREAS, Client desires to retain Supplier to produce, deliver, and — subject to the terms of this Agreement — license limited use of certain Color Samples for Client's evaluation, approval and product development purposes; and

WHEREAS, the parties wish to set forth the scope, payment terms, confidentiality and other terms governing the creation and use of such Color Samples.

SCOPE OF WORK

Supplier shall prepare and deliver Color Samples as described below. The Color Samples shall conform to the specifications, tolerances and delivery schedule set forth in this section and in any attachments incorporated by reference.

PAYMENT TERMS

Client shall pay Supplier the fees set forth below in consideration for the preparation, delivery and any testing of Color Samples. Unless otherwise stated, amounts are exclusive of taxes which Client shall be responsible for where applicable.

TERM AND TERMINATION

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

Either party may terminate this Agreement for material breach by the other party if such breach is not cured within the notice period set forth above following receipt of written notice identifying the breach. Termination shall not relieve Client of its obligation to pay for work performed and samples delivered prior to the effective date of termination.

CONFIDENTIALITY

Each party acknowledges that in the course of performance it may receive confidential, proprietary or trade-secret information concerning the other party ("Confidential Information"). The recipient shall (i) hold Confidential Information in strict confidence, (ii) use Confidential Information solely for the purposes of performing under this Agreement, and (iii) not disclose Confidential Information to any third party except to the extent necessary for performance and subject to written confidentiality obligations no less protective than those herein. Confidential Information does not include information that is or becomes publicly known through no breach of this Agreement, is received from a third party without breach of obligation, or is independently developed by the recipient without use of the discloser's Confidential Information. The obligations of confidentiality shall survive termination or expiration for a period of .

INTELLECTUAL PROPERTY AND LICENSE

Except as expressly set forth in this Agreement, Supplier retains all right, title and interest in and to the Color Samples, including any molds, dies, measurement data, and production notes. Supplier grants Client a limited, non-exclusive, non-transferable, non-sublicensable license to use delivered Color Samples solely for Client's internal evaluation, approval and product development for the Project. Any commercial use, manufacture or distribution based on Supplier's Color Samples requires a separate written license and fee. Client shall not attempt to reverse-engineer Supplier's production methods without Supplier's prior written consent.

ACCEPTANCE

Client shall inspect and test delivered Color Samples within days of delivery and shall provide written notice of rejection specifying any nonconformities. Absent timely written rejection, Color Samples shall be deemed accepted. If Color Samples are rejected, Supplier shall, at Supplier's option, rework or replace nonconforming Samples at Supplier's expense, provided Client has complied with the testing procedures set forth in the Scope of Work.

WARRANTY; LIMITATION OF LIABILITY; INDEMNITY

Supplier warrants that Color Samples will materially conform to the specifications set forth in the Scope of Work at the time of delivery. EXCEPT FOR THE FOREGOING WARRANTY, SUPPLIER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES, AND THE AGGREGATE LIABILITY OF A PARTY FOR CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE FEES ACTUALLY PAID TO SUPPLIER UNDER THIS AGREEMENT WITH RESPECT TO THE SPECIFIC SAMPLES AT ISSUE. Client shall indemnify, defend and hold Supplier harmless from and against claims arising from Client's use of accepted Color Samples in manufacture or distribution.

GOVERNING LAW

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

ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with any written attachments or purchase orders expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all of its business assets. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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