Glass Manufacturing Agreement

GLASS MANUFACTURING AGREEMENT

This Glass Manufacturing Agreement (the Agreement) is entered into effective as of Effective Date: by and between:

WHEREAS

WHEREAS, Manufacturer is engaged in the business of producing architectural and industrial glass products and possesses the facilities, expertise and equipment necessary to manufacture glass components to the specifications required by Client; and

WHEREAS, Client desires to engage Manufacturer to manufacture, finish and deliver glass products set forth in this Agreement and Manufacturer agrees to such engagement on the terms and conditions contained herein.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows.

SCOPE OF WORK

Manufacturer shall manufacture, finish, test and deliver glass products in accordance with the specifications, tolerances, finishes and quantities described below and in any purchase order issued and accepted under this Agreement. All manufacturing shall conform to the standards of good industry practice and the specifications set by Client in writing.

DELIVERY, INSPECTION AND ACCEPTANCE

Manufacturer shall deliver products to the delivery location agreed in writing. Risk of loss shall pass to Client upon Manufacturer's delivery to the carrier unless otherwise agreed in writing. Client shall inspect delivered goods within days of delivery and shall provide written notice of any nonconformity. Absent timely notice, goods shall be deemed accepted.

PAYMENT TERMS

The total contract price for the goods and services described in this Agreement shall be: Total Contract Price:

All payments are due Net days from the date of invoice. Late payments shall incur interest at the lesser of (i) % per month or (ii) the maximum rate permitted by applicable law, calculated monthly on the unpaid balance.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: , unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within days after receipt of written notice. Either party may also terminate for convenience upon providing days' prior written notice, subject to payment for goods and work completed through the effective date of termination.

CONFIDENTIALITY

Each party (the Receiving Party) shall keep confidential and shall not disclose to any third party any proprietary or confidential information of the other party (the Disclosing Party) obtained in connection with this Agreement, including but not limited to technical specifications, pricing, tooling, trade secrets and customer information ("Confidential Information"), except as necessary to perform such party's obligations under this Agreement. Confidential Information does not include information that: (a) is or becomes publicly known through no act of the Receiving Party; (b) was rightfully received from a third party without restriction; (c) is independently developed by the Receiving Party without reference to the Disclosing Party's Confidential Information; or (d) is required to be disclosed by law, provided that the Receiving Party gives prompt notice to the Disclosing Party to permit it to seek protective measures.

The confidentiality obligations shall survive termination of this Agreement for a period of years.

WARRANTIES; QUALITY CONTROL

Manufacturer warrants that goods supplied under this Agreement shall conform to the specifications set forth herein and shall be free from material defects in workmanship and materials for a period of months from the date of delivery. Manufacturer's sole obligation under this warranty shall be, at Manufacturer's option, to repair or replace nonconforming goods or to refund the purchase price for such goods. This warranty does not cover damage resulting from misuse, improper installation, or ordinary wear and tear.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising from the indemnifying party's negligence or willful misconduct in connection with performance under this Agreement. Except for indemnification obligations and willful misconduct, neither party shall be liable to the other for incidental, consequential, special or punitive damages. The aggregate liability of each party for direct damages arising out of this Agreement shall not exceed the total amount paid by Client to Manufacturer under this Agreement.

FORCE MAJEURE

Neither party shall be liable for failure or delay in performing obligations under this Agreement to the extent caused by events beyond such party's reasonable control, including acts of God, labor disputes, shortage of materials, governmental orders, civil unrest, fire, flood or pandemic. The affected party shall use commercially reasonable efforts to resume performance.

INSURANCE

Manufacturer shall maintain commercial general liability insurance and product liability insurance in amounts customary for the industry and sufficient to cover its obligations under this Agreement. Upon request, Manufacturer shall provide certificates of insurance evidencing such coverage.

INTELLECTUAL PROPERTY; TOOLING

All specifications, drawings and tooling provided by Client remain the property of Client. Manufacturer shall not use Client's designs, tooling or Confidential Information for any purpose other than performance under this Agreement without Client's prior written consent. Ownership of tooling created specifically for Client shall be:

Manufacturer will return tooling to Client upon completion and tooling shall be owned by Client.
Manufacturer retains ownership of tooling; Client grants Manufacturer a license to manufacture per the terms of this Agreement.

GOVERNING LAW

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

ENTIRE AGREEMENT

This Agreement, together with any purchase orders, schedules and accepted specifications expressly incorporated herein, constitutes the entire agreement between the parties relating to the subject matter hereof and supersedes all prior communications, representations and agreements, whether oral or written. No amendment shall be binding unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

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

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