Fill and Sign the Form Medical Device Supply Agreement

6.13 Form: Medical Device Supply AgreementMEDICAL DEVICE SUPPLY AGREEMENT Angle brackets ("") denote alternative text and optional provisions MEDICAL DEVICE SUPPLY AGREEMENT (this "Agreement") is made effective as of this ____ day of _________, 200__ (the "Effective Date"), by and between _________________, a __________________ corporation having its principal place of business at ____________________________ ("Supplier"), and ___________________, a ______________ corporation , having its principal place of business at _________________________________ ("Buyer"). 1. Recitals. 1.1. Buyer develops, manufactures and sells certain medical products, including its _____________________, for use on a worldwide basis in critical medical procedures; and 1.2. Supplier desires to sell to Buyer, and Buyer desires to purchase from Supplier, certain products for Buyer's use in the manufacture of its medical products. NOW, THEREFORE, in consideration of the foregoing and the covenants contained herein, the parties agree as follows: 2. Manufacture, Purchase and Supply of Components; Terms. 2.1. Components. Supplier will manufacture the components described on Exhibit B attached hereto and incorporated herein (the "Components") and make the Components available for purchase by Buyer, according to the terms and conditions of this Agreement. used in this Agreement, the term "Components" will include the Components described on Exhibit B, as well as any other Components or products now or hereafter supplied by Supplier to Buyer during the term of this Agreement. Buyer will not be required to purchase any Components exclusively from Supplier, nor will Buyer be precluded from manufacturing the Components internally. The parties acknowledge and agree that time is of the essence with respect to all matters under this Agreement. 2.2. Purchase Orders; Forecast.2.2.1. Buyer will issue its standard form of purchase order for the Components based on its needs. Buyer will not be obligated to purchase any minimum quantity of Components, or purchase Components with any specified frequency. Each order placed by Buyer for Components during the term of this Agreement ("Order") will: be (1) subject to the terms and conditions of this Agreement; and (2) consistent with the terms and conditions of this Agreement, specify applicable prices, quantities, delivery schedules, destination, any special specifications, trace documentation and other information necessary for the Order to be processed. 2.3 Buyer will furnish Supplier: (1) a forecast with estimated purchase dates, quantities of Components and monthly delivery schedules covering a -month period; and (2) an updated forecast on a rolling basis on the first day of each , which forecast will be binding on a rolling - month basis. Supplier will: (1) fill all Orders within weeks after Supplier's receipt of each Order; and (2) based on the then-current forecast, maintain its production capability and adequate Components, materials and labor to meet the forecasted delivery schedule.