Educational Toys Agreement

EDUCATIONAL TOYS AGREEMENT

This Educational Toys Agreement ("Agreement") is made effective as of by and between:

WHEREAS

WHEREAS, Supplier manufactures, sources and supplies educational toys and related learning materials designed for children ("Products"); and

WHEREAS, Buyer desires to purchase, distribute or resell such Products in accordance with the terms set forth herein; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the supply, delivery, inspection and payment for the Products.

SCOPE OF WORK

Supplier will supply and Buyer will purchase the Products as described below. Supplier shall manufacture, package and deliver Products in accordance with the specifications, quality standards and quantities agreed by the parties.

DELIVERY, INSPECTION AND ACCEPTANCE

Delivery terms: Title and risk of loss shall transfer as specified in the applicable purchase order. Supplier shall deliver Products to the delivery location specified by Buyer. Delivery schedules are set forth in the scope or purchase order.

Inspection and acceptance: Buyer shall have days from receipt to inspect and notify Supplier of any nonconformity. If Buyer fails to notify Supplier within such period, the Products shall be deemed accepted.

PAYMENT TERMS

Buyer shall pay Supplier for Products in accordance with the fees and schedule below. All payments shall be made in lawful currency by the method agreed by the parties.

TERM AND TERMINATION

This Agreement commences on the Start Date and, unless earlier terminated in accordance with this Agreement, shall continue until the End Date.

Start Date:     End Date:

Either party may terminate this Agreement for convenience upon written notice to the other party delivered not fewer than days prior to the effective termination date. Either party may terminate for material breach if the breaching party fails to cure within 30 days after written notice of breach.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other in connection with this Agreement, including product designs, specifications, pricing, supplier lists, business plans, and test data. Confidential Information does not include information that is or becomes publicly known other than by a breach of this Agreement, already known to the receiving party prior to disclosure, independently developed by the receiving party without reliance on the disclosing party's Confidential Information, or lawfully obtained from a third party without restriction.

The receiving party shall: (a) use Confidential Information solely for the performance of this Agreement; (b) not disclose Confidential Information to any third party except to employees, contractors and agents who have a need to know and are bound by obligations of confidentiality no less protective than those in this Agreement; and (c) take commercially reasonable measures to protect Confidential Information. The confidentiality obligations shall survive termination of this Agreement for years.

REPRESENTATIONS, WARRANTIES AND COMPLIANCE

Supplier represents and warrants that: (a) Products shall materially conform to the specifications set forth in the scope; (b) at time of delivery Products shall be free from material defects in workmanship and materials; and (c) Supplier shall comply with applicable product safety and labeling requirements and will provide certifications or test reports upon reasonable request.

Buyer represents that it will not alter the Products in a manner that would materially impair safety labeling or Supplier's trademarks and will promptly notify Supplier of any customer complaints, defects or safety incidents.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party shall indemnify, defend and hold harmless the other party from third-party claims arising from its negligent acts or willful misconduct in connection with performance of this Agreement. Supplier shall indemnify Buyer against claims arising from defects in design or manufacturing, subject to Supplier's right to inspect and remedy alleged defects.

EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS OR A PARTY'S WILLFUL MISCONDUCT, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY BUYER TO SUPPLIER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of without regard to choice-of-law principles. The parties submit to the exclusive jurisdiction of the courts located in the chosen jurisdiction for disputes arising from this Agreement.

ENTIRE AGREEMENT

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

MISCELLANEOUS

Notices required under this Agreement shall be in writing and delivered to the addresses set forth above or such other addresses as the parties may designate in writing. If any provision of this Agreement is held unenforceable, the remaining provisions shall remain in full force and effect.

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