Legal COC Agreement

LEGAL COC AGREEMENT

This Certificate of Compliance Agreement (the "Agreement") is made as of the Effective Date: , by and between Supplier Name: , Supplier Address: (hereinafter "Supplier"), and Client Name: , Client Address: (hereinafter "Client").

RECITALS

WHEREAS, Supplier designs, manufactures or supplies Goods and is capable of issuing Certificates of Compliance certifying that such Goods meet the specifications and standards agreed between the parties; and

WHEREAS, Client requires written Certificates of Compliance for certain shipments or batches of Goods for regulatory, contractual, or internal quality assurance purposes; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the issuance, retention, access and use of Certificates of Compliance.

NOW, THEREFORE, in consideration of the mutual covenants set forth below, the parties agree as follows:

1. DEFINITIONS

1.1 "Certificate of Compliance" or "COC" means a written document issued by Supplier certifying that specified Goods and/or production lots conform to the specifications, standards, test results, and applicable legal and regulatory requirements set forth in this Agreement or referenced purchase orders.

1.2 "Goods" means the products, components or materials supplied by Supplier to Client that are the subject of a COC.

2. ISSUANCE AND CONTENTS OF CERTIFICATE OF COMPLIANCE

2.1 Supplier shall issue a COC for each shipment or lot of Goods when required by the applicable purchase order or as otherwise agreed in writing. Each COC shall be signed by an authorized representative of Supplier and shall state, at a minimum: (a) the identification of the Goods and lot or batch number; (b) the quantity; (c) the specification(s) and revision(s) to which the Goods conform; (d) a statement that the Goods comply with those specifications and all applicable laws and regulatory requirements; and (e) the date of issue.

2.2 A COC shall accompany the Goods in physical or electronic form at the time of shipment, unless the parties expressly agree otherwise in writing.

3. SUPPLIER OBLIGATIONS

3.1 Supplier represents and warrants that each COC and the facts certified therein are true, accurate and complete to the best of Supplier's knowledge as of the date of issuance. Supplier shall maintain quality control and testing procedures reasonably necessary to support the representations made in a COC.

3.2 Supplier shall maintain documented test results, inspection records and supporting documentation sufficient to substantiate each COC for a period of years following issuance, and shall provide copies to Client upon reasonable request and subject to the confidentiality obligations set forth in this Agreement.

4. CLIENT OBLIGATIONS

4.1 Client shall provide Supplier with clear and agreed product specifications and any regulatory or certification criteria that must be reflected in the COC. Client shall review each COC promptly upon receipt and notify Supplier in writing of any claimed nonconformity within days of receipt, specifying the nature of the dispute and supporting information.

5. INSPECTION, TESTING AND AUDIT

5.1 Client shall have the right, upon reasonable notice and during normal business hours, to audit Supplier's records and facilities to the extent reasonably necessary to verify the accuracy of any COC. Such audits shall be conducted in a manner designed to minimize disruption to Supplier. Confidential information obtained during an audit shall be subject to the confidentiality provisions of this Agreement.

6. INDEMNIFICATION; LIMITATION OF LIABILITY

6.1 Supplier shall indemnify, defend and hold Client harmless from and against any third-party claims, losses, damages and expenses (including reasonable attorneys' fees) arising from Supplier's breach of its representations in a COC or from Supplier's negligence in the preparation of testing or inspection that forms the basis for a COC.

6.2 Except for liability arising from Supplier's gross negligence, willful misconduct or indemnity obligations set forth in Section 6.1, neither party shall be liable to the other for incidental, consequential, special or punitive damages.

7. CONFIDENTIALITY

7.1 Each party shall keep confidential all non-public information, including COCs, technical data, test results and other information clearly marked or reasonably understood to be confidential ("Confidential Information"). Confidential Information shall not be disclosed except to employees, consultants or agents who have a need to know and are bound by confidentiality obligations no less protective than those set forth herein.

7.2 Notwithstanding the foregoing, Confidential Information does not include information that is: (a) publicly available through no breach of this Agreement; (b) already known to the receiving party without obligation of confidentiality; or (c) required to be disclosed by law, provided the disclosing party gives prior notice to the other party to seek protective relief.

8. TERM AND TERMINATION

8.1 This Agreement shall commence on the Effective Date and remain in effect until terminated by either party upon thirty (30) days' written notice to the other party. Termination shall not relieve either party of obligations accrued prior to termination, including record retention obligations and indemnification obligations.

8.2 Either party may terminate this Agreement immediately upon written notice in the event of a material breach by the other party that remains uncured for thirty (30) days after written notice specifying the breach.

9. NOTICES

10. RECORDS AND DOCUMENTATION

11. GOVERNING LAW

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

12. ENTIRE AGREEMENT

This Agreement, together with any written purchase orders or addenda expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written.

13. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, the remainder of this Agreement shall remain in full force and effect and the invalid provision shall be reformed only to the extent necessary to make it enforceable.

14. AMENDMENT; WAIVER; COUNTERPARTS

No amendment or modification of this Agreement shall be effective unless made in writing and signed by authorized representatives of both parties. No waiver of any breach shall constitute a waiver of any other breach. This Agreement may be executed in counterparts, each of which shall constitute an original and all of which together shall constitute one instrument.

15. MISCELLANEOUS

The parties agree to cooperate in good faith to implement the terms of this Agreement, to correct any clerical mistakes in issued COCs, and to promptly notify one another of any material change affecting compliance statements contained in a COC.

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