Inventory Management Document

INVENTORY MANAGEMENT AGREEMENT

Parties and Effective Date

This Inventory Management Agreement (the "Agreement") is made effective as of by and between:

Recitals

WHEREAS, Service Provider is engaged in the business of inventory storage, handling, tracking and reconciliation and possesses staff, systems and processes to manage inventories in a secure and auditable manner;

WHEREAS, Client owns or controls the inventory described in the Inventory Schedule below and desires to engage Service Provider to receive, store, track, reconcile and, where applicable, ship such inventory under the terms of this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations regarding custody, reporting, valuation, loss allocation and related services.

Scope of Work

Service Provider shall perform inventory management services including, without limitation, receipt and inspection of inbound goods, secure storage, inventory tagging and identification, cycle counting, real-time inventory tracking, order picking and packing, outbound shipment coordination, disposition of damaged goods, and reconciliation of stock levels in accordance with the reporting schedule and procedures set forth in this Agreement.

Inventory Schedule — Core Items

The parties shall maintain an Inventory Schedule that lists item descriptions, SKU or part number, quantity on hand, unit value, storage location and serial or lot numbers where applicable. The initial inventory items to be managed under this Agreement are listed below; additional items shall be added by mutual written instruction.

Additional items and a complete inventory schedule may be attached to this Agreement as an addendum and shall be deemed part of this Agreement upon signature by both parties.

Inventory Records, Reporting and Reconciliation

Service Provider shall maintain accurate, contemporaneous inventory records reflecting receipts, shipments, adjustments and counts. Records shall be available for review by Client in accordance with the audit and reporting provisions below.

Payment Terms

Client agrees to compensate Service Provider as set forth in this section. All fees are exclusive of taxes unless otherwise stated.

Term and Termination

This Agreement commences on and continues until unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon written notice delivered not less than days prior to the intended termination date. Either party may terminate for material breach if the breach is not cured within thirty (30) days after written notice specifying the breach.

Confidentiality

Each party acknowledges that, by reason of this Agreement, it may receive Confidential Information of the other party. "Confidential Information" means non-public business, financial, technical and operational information disclosed by one party to the other. Recipient shall: (a) use Confidential Information solely to perform obligations under this Agreement; (b) restrict access to Confidential Information to employees and agents with a need to know; and (c) not disclose Confidential Information to third parties without prior written consent, except as required by law. Confidentiality obligations survive termination for a period of five (5) years.

Insurance, Loss and Liability

Service Provider shall maintain commercial general liability, property and cargo insurance sufficient to cover loss or damage to Client's inventory while under Service Provider's custody. Minimum coverage amount:

Service Provider's liability for loss or damage to inventory caused by its negligence or willful misconduct shall be limited to the lesser of replacement cost or declared value of the item. Client shall maintain its own insurance for business interruption and consequential losses.

Audit and Reconciliation

Client shall have the right, upon reasonable prior notice, to audit and inspect inventory records, perform physical counts, and reconcile discrepancies. Such audits shall occur no more frequently than:

Discrepancies discovered in reconciliation shall be documented and corrected within a commercially reasonable period. Material discrepancies attributable to Service Provider's negligence shall be borne by Service Provider.

Indemnification

Each party shall indemnify, defend and hold harmless the other party, its officers, directors and employees from and against any third-party claims, damages, liabilities and expenses arising from the indemnifying party's breach of this Agreement, gross negligence or willful misconduct. Indemnification obligations are subject to any limitations of liability stated herein.

Notices

All notices under this Agreement must be in writing and delivered to the parties at the addresses set forth below or to such other address as a party may designate by written notice.

Governing Law; Entire Agreement

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to its conflicts of law rules. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, representations and understandings, whether written or oral. No amendment shall be effective unless in writing and signed by both parties.

Miscellaneous Provisions

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties are independent contractors; nothing herein creates a partnership or agency relationship. Neither party may assign this Agreement without the prior written consent of the other, except to a successor in interest in connection with a merger or sale of substantially all assets.

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