Legal Accessorization Agreement

LEGAL ACCESSORIZATION AGREEMENT

This Legal Accessorization Agreement (the "Agreement") is entered into as of by and between Provider Name: , an entity (select one) Corporation LLC Other , with principal place of business at ; and Recipient Name: , an entity (select one) Corporation LLC Other , with principal place of business at (each a "Party" and together the "Parties").

RECITALS

WHEREAS, Provider develops, manufactures, or supplies accessories, attachments and related components intended to be integrated with or attached to third-party products ("Accessories");

WHEREAS, Recipient desires to obtain from Provider certain Accessories and the right to accessorize Recipient's products in accordance with the terms and conditions set forth herein; and

WHEREAS, Provider is willing to supply such Accessories to Recipient and grant the limited rights set forth below under the terms of this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and for other good and valuable consideration, the Parties agree as follows:

1. DEFINITIONS

"Accessories" means the accessories, attachments, components, adapters, and related items described in Exhibit A and any subsequently agreed specifications:

"Specifications" means the technical, performance and dimensional requirements for the Accessories set forth in Exhibit A and any written modifications mutually agreed in writing by the Parties.

2. PROVISION OF ACCESSORIES; SCOPE OF RIGHTS

2.1 Supply. Provider shall manufacture, supply and sell the Accessories to Recipient in quantities and to the Specifications set forth in Exhibit A or in purchase orders issued under this Agreement. Provider shall perform all supply obligations in a commercially reasonable manner and in accordance with industry standards.

2.2 Limited Right. Subject to the terms of this Agreement and payment of applicable fees, Provider grants Recipient a non-exclusive, non-transferable, non-sublicensable right to accessorize, integrate, install and resell the Accessories with Recipient's products for the Term, solely in the Territory defined in Exhibit A.

3. SPECIFICATIONS, INSPECTION AND ACCEPTANCE

3.1 Specifications. Provider shall deliver Accessories in conformity with Specifications. Any change to Specifications shall be documented in a written amendment signed by both Parties.

3.2 Inspection; Acceptance. Recipient shall inspect delivered Accessories within days of receipt. Accessories shall be deemed accepted if Recipient does not provide written notice of nonconformity within such inspection period. For timely reported nonconformities, Provider shall, at Provider's option, repair or replace the nonconforming Accessories or refund the purchase price for such Accessories.

4. DELIVERY; TITLE; RISK OF LOSS

4.1 Delivery. Delivery terms, schedule and shipping responsibilities shall be as set forth in Exhibit A or in the applicable purchase order. Provider shall use commercially reasonable efforts to meet agreed delivery dates but shall not be liable for delays caused by events beyond Provider's control.

4.2 Title and Risk. Title to Accessories and risk of loss shall pass to Recipient upon delivery in accordance with the agreed Incoterm set forth in Exhibit A or, if none, upon Provider's tender of delivery to the common carrier.

5. FEES AND PAYMENT

5.1 Fees. Recipient shall pay Provider the fees and prices set forth in Exhibit A and in purchase orders. Estimated total fee for the initial term or order:

5.2 Payment Terms. Unless otherwise agreed in writing, invoices are payable within days from invoice date. Late payments shall bear interest at the lesser of 1.5% per month or the maximum rate permitted by law. Recipient shall be responsible for reasonable collection costs, including attorneys' fees.

6. WARRANTIES

6.1 Provider Warranty. Provider warrants that, for a period of months from delivery, Accessories will materially conform to the Specifications and be free from defects in material and workmanship. Recipient's sole and exclusive remedy for breach of this warranty is repair or replacement of the defective Accessories or refund of the purchase price, at Provider's option.

6.2 DISCLAIMER. EXCEPT FOR THE EXPRESS WARRANTY SET FORTH ABOVE, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

7. INTELLECTUAL PROPERTY

7.1 Ownership. Provider retains all right, title and interest in and to its pre-existing intellectual property, including designs, tooling, know-how and trademarks used in connection with the Accessories. No ownership rights are transferred to Recipient except as expressly set forth in this Agreement.

7.2 License to Use Marks. If applicable, Provider grants Recipient a limited, non-exclusive, non-transferable license to use Provider's trademarks solely for marketing or labeling the Accessories in accordance with Provider's trademark usage guidelines as may be provided in writing.

8. CONFIDENTIALITY

8.1 Confidential Information. Each Party shall maintain in confidence all non-public information disclosed by the other Party that is identified as confidential or that by its nature should be treated as confidential ("Confidential Information"). Each Party shall not disclose Confidential Information to any third party and shall use the same degree of care it uses to protect its own confidential information, but not less than reasonable care.

8.2 Exclusions. Confidential Information shall not include information that: (a) is or becomes generally available to the public through no fault of the receiving Party; (b) was rightfully known by the receiving Party prior to disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed without use of the disclosing Party's Confidential Information.

9. INDEMNIFICATION; LIMITATION OF LIABILITY

9.1 Indemnification by Provider. Provider shall indemnify, defend and hold harmless Recipient from and against any third party claims alleging that the Accessories, as delivered by Provider and used in accordance with Specifications, infringe a valid patent, copyright or trademark of a third party; provided Provider is given prompt notice and sole control of the defense and settlement.

9.2 Indemnification by Recipient. Recipient shall indemnify, defend and hold harmless Provider from and against any third party claims arising out of (a) Recipient's modification of the Accessories; (b) integration or combination of Accessories with products or systems not provided or approved in writing by Provider; or (c) Recipient's breach of this Agreement.

9.3 Limitation of Liability. EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY RECIPIENT TO PROVIDER UNDER THE APPLICABLE PURCHASE ORDER GIVING RISE TO THE CLAIM IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

10. TERM AND TERMINATION

10.1 Term. The Term of this Agreement shall commence on the Effective Date and continue for months, unless earlier terminated in accordance with this Agreement. The Effective Date is the date first written above.

10.2 Termination for Cause. Either Party may terminate this Agreement for material breach by the other Party if the breaching Party fails to cure the breach within thirty (30) days after receipt of written notice specifying the breach.

10.3 Effect of Termination. Upon expiration or termination, Recipient shall cease use of Provider's Confidential Information and shall, subject to purchase order obligations, return or destroy Provider property. Termination shall not relieve either Party of obligations accrued prior to termination.

11. NOTICES

12. AMENDMENTS; WAIVER; COUNTERPARTS

12.1 Amendments. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties.

12.2 Waiver. The failure of either Party to enforce any provision of this Agreement shall not constitute a waiver of future enforcement of that or any other provision.

12.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be an original and all of which together shall constitute one instrument.

13. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

13.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state specified below:

13.2 Entire Agreement. This Agreement, including all Exhibits and purchase orders expressly incorporated herein, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior agreements and understandings.

13.3 Severability. If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect and the Parties shall negotiate in good faith to replace the invalid provision with a valid provision that achieves, to the extent possible, the intent of the Parties.

SIGNATURES

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