Fillable Pen Application

FILLABLE PEN APPLICATION AND SUPPLY AGREEMENT

Applicant and Supplier Identification

Corporation    LLC    Sole Proprietor    Other

Supplier Identification

Recitals

WHEREAS, Applicant desires to order and procure writing instruments, accessories, and related goods (collectively, the "Pens") from Supplier under the terms set forth in this Agreement; and

WHEREAS, Supplier is engaged in the manufacture, customization and supply of Pens and has represented that it has the expertise, capacity and authority to produce and deliver the Pens in accordance with Applicant specifications; and

WHEREAS, the parties wish to set forth the terms and conditions under which Supplier will process, produce and deliver Pens requested by Applicant, and Applicant will pay for such Pens.

Scope of Work

Supplier will manufacture, imprint, package and deliver Pens as described below and in any mutually executed order confirmation. Applicant may submit multiple orders under this Agreement subject to the terms hereof.

Payment Terms

Applicant shall pay Supplier the fees set forth in each order confirmation. Unless otherwise agreed in writing, the standard terms are as follows.

All payments are due in U.S. dollars. Applicant is responsible for applicable sales, use, customs, import duties, and other taxes unless Supplier issues a valid exemption in writing.

Shipping, Inspection and Acceptance

Applicant shall inspect shipments within five (5) business days of receipt and shall notify Supplier in writing of any nonconforming goods. Failure to provide timely notice will constitute acceptance of the goods.

Term and Termination

This Agreement commences on the Effective Date and continues until the End Date unless earlier terminated in accordance with this section.

Effective Date:     End Date:

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within the notice period set forth above. Termination shall not relieve Applicant of payment obligations for orders accepted by Supplier prior to termination.

Confidentiality

"Confidential Information" means business, technical and commercial information disclosed by one party to the other, including pricing, artwork, formulations, specifications and production methods. Recipient shall (i) use Confidential Information solely to perform its obligations under this Agreement; (ii) restrict disclosure to employees, contractors or agents with a need to know who are bound by confidentiality obligations no less protective than those herein; and (iii) take reasonable measures to prevent unauthorized disclosure.

Confidential Information does not include information that: (a) is or becomes publicly available through no breach by Recipient; (b) was rightfully in Recipient's possession before disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed by Recipient without use of Confidential Information. Confidentiality obligations shall survive termination for a period of three (3) years, except that trade secrets shall be protected for as long as they remain trade secrets under applicable law.

Warranties; Limitation of Liability; Indemnity

Supplier warrants that the Pens shall materially conform to the agreed specifications for a period of ninety (90) days from delivery. Supplier's sole obligation and Applicant's exclusive remedy for breach of warranty shall be, at Supplier's option, repair, replacement or refund of the purchase price for nonconforming Pens. Supplier makes no other warranties, express or implied, including merchantability or fitness for a particular purpose, except as provided herein.

Neither party shall be liable to the other for consequential, special, incidental or punitive damages. Each party shall indemnify, defend and hold harmless the other party against third party claims arising from its negligence or willful misconduct in connection with this Agreement.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the state specified by the parties below. Any dispute arising out of or relating to this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in the agreed jurisdiction.

Entire Agreement; Amendments

This Agreement, together with any order confirmations and attachments signed by the parties, constitutes the entire agreement between the parties relating to its subject matter and supersedes all prior communications and understandings. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Certifications and Acknowledgements

Applicant certifies that the information provided in this application is true and accurate and that Applicant has authority to enter into this Agreement. Applicant acknowledges that Supplier may rely on the representations and that any material misrepresentation may constitute grounds for immediate termination.

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