Custom Foam Ball Order Form

CUSTOM FOAM BALL ORDER FORM & SALES AGREEMENT

Recitals

WHEREAS, Supplier Name: with principal place of business at Address: (the "Supplier"); and

WHEREAS, Client Name: with principal place of business at Address: (the "Client"); and

WHEREAS, the parties desire that the Supplier manufacture and sell, and the Client purchase, custom foam balls under the terms and conditions set forth in this Agreement effective as of .

Order and Contact Information

Scope of Work

Supplier will design, produce, inspect and deliver the custom foam balls in accordance with the product specifications and quantities set forth below, and will obtain Client's written acceptance prior to shipment where required by this Agreement.

Product Specifications

Production, Delivery & Inspection

Standard lead time from receipt of deposit and final approved artwork: days. Rush production requests will be accommodated only upon mutual written agreement and payment of any applicable rush fees.

Payment Terms

Client shall pay Supplier the Total Order Amount in accordance with the schedule below. All amounts are payable in United States dollars unless otherwise agreed in writing. Unless otherwise stated, payments shall be made by wire transfer, check or other method agreed by both parties.

Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. Client is responsible for all collection costs, including reasonable attorneys' fees, for unpaid amounts.

Term and Termination

This Agreement commences on the Start Date of and continues until the End Date of unless earlier terminated as set forth below.

Either party may terminate this Agreement for material breach by the other party if such breach remains uncured thirty (30) days after receipt of written notice specifying the nature of the breach. Supplier may suspend performance for nonpayment without waiving other remedies. Termination shall not relieve Client of payment obligations for goods produced or services rendered prior to termination.

Cancellation, Returns & Warranty

Cancellation by Client after commencement of production will result in a cancellation fee equal to Supplier's documented costs plus a handling fee of of the Total Order Amount.

Supplier warrants that products will conform to the agreed specifications at the time of delivery. Supplier's sole obligation for nonconforming goods shall be, at Supplier's option, to repair, replace or refund the purchase price for such goods, provided Client notifies Supplier in writing within ten (10) days of delivery and returns disputed goods at Supplier's direction. THIS WARRANTY IS EXCLUSIVE AND IS PROVIDED IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Confidentiality

Each party shall keep confidential and shall not disclose to any third party any non-public information, specifications, artwork, pricing or trade secrets disclosed by the other party in connection with this Agreement. Confidential information shall not include information that is or becomes publicly available through no breach of this Agreement, independently developed without use of Confidential Information, or rightfully received from a third party without obligation of confidentiality. Confidentiality obligations survive termination for a period of three (3) years.

Intellectual Property

Client represents and warrants that it owns or is licensed to use any artwork, logos or trademarks provided to Supplier for production and that use will not infringe third-party rights. Client grants Supplier a limited, nonexclusive license to use such artwork solely for manufacturing and marketing samples. Any tooling, dies, or custom molds paid for by Client remain Supplier's property unless otherwise agreed in writing.

Limitation of Liability

EXCEPT FOR SUPPLIER'S OBLIGATIONS WITH RESPECT TO TITLE OR SUPPLIER'S WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES. SUPPLIER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO SUPPLIER UNDER THE APPLICABLE PURCHASE ORDER GIVING RISE TO THE CLAIM.

Taxes

All sales, use, excise and similar taxes arising from the sale of goods hereunder shall be paid by Client, excluding taxes based on Supplier's net income. If Supplier is required to collect or pay any tax for which Client is responsible, Client shall reimburse Supplier promptly upon request.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the courts located in that State for any dispute arising from this Agreement.

Entire Agreement

This Agreement, together with any attached purchase orders, specifications and approved artwork, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior understandings, proposals and communications, whether oral or written. Any amendment must be in writing and signed by authorized representatives of both parties.

Miscellaneous Provisions

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except that Supplier may assign to an affiliate or to a purchaser of substantially all of Supplier's assets. Severability: If any provision is held unenforceable, the remaining provisions shall remain in full force and effect.

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