Legal Recall Form

LEGAL RECALL FORM

This Legal Recall Form is made and entered into as of Effective Date: by and between Recalling Party Name: with principal address: and Recipient / Distributor Name: with principal address: (each a "Party" and together the "Parties").

RECITALS

WHEREAS, Recalling Party has identified certain product(s), lot(s), component(s), or document(s) that may be nonconforming, unsafe, mislabeled, or otherwise subject to withdrawal from commerce or distribution (collectively, "Affected Items");

WHEREAS, Recalling Party desires to initiate a recall, corrective action, or similar remedial measure under the terms set forth below and requires Recipient to take, assist, or document specified recall actions with respect to Affected Items in Recipient's possession, distribution channel, or control; and

WHEREAS, Recipient represents that it has control or custody of certain Affected Items and is willing to cooperate in an orderly recall process in accordance with this Form.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS

1.1 "Recall" means the removal, correction, or other remedial action described in this Form with respect to Affected Items. 1.2 Terms defined in the recitals apply throughout this Form.

2. SCOPE OF RECALL

2.1 Affected Items: Describe the Affected Items, including model, SKU, lot/serial numbers, manufacturing dates, and other identifying information:

2.2 Recall Classification: Indicate applicable actions (check all that apply):

Cease distribution and sale
Quarantine affected inventory
Return to Recalling Party
Repair or rework items
Refund to customers
Destroy in accordance with written instructions

3. TIMELINE AND REPORTING

3.1 Recall Initiation Date: . Recipient shall acknowledge receipt of this Recall within hours and provide an initial inventory report as described in Section 3.2.

3.2 Inventory Report: Recipient shall, within business days, deliver a written report listing quantities, locations, customers, and disposition recommendations for Affected Items. Format or additional fields may be required by the Recalling Party.

4. ACTIONS, HANDLING AND CHAIN OF CUSTODY

4.1 Recipient shall promptly segregate and clearly label all Affected Items to prevent further distribution. Recipient will maintain chain-of-custody records for all physical movement and disposition of Affected Items.

4.2 Return/Disposal Instructions: Recalling Party will provide written instructions for return shipment, approved destruction, or repair. Recipient shall follow only those instructions provided in writing and shall not dispose of Affected Items without prior written authorization except to the extent necessary to protect health or safety.

5. COSTS; INDEMNIFICATION

5.1 Costs: Unless otherwise agreed in writing, Recalling Party shall be responsible for reasonable direct costs of return shipping and disposition of Affected Items. Recipient must document such costs and submit invoices for reimbursement within thirty (30) days.

5.2 Indemnification: To the extent permitted by law, the Party at fault for the condition giving rise to the Recall shall indemnify, defend, and hold harmless the other Party from and against third-party claims, costs, losses, liabilities, and reasonable attorneys' fees resulting from the defect or nonconformity, except to the extent caused by the indemnitee's negligence or willful misconduct.

6. CONFIDENTIALITY

6.1 Except as required by law or regulatory authority, the Parties shall keep recall communications, root-cause analyses, and corrective action plans confidential and share them only with those employees, contractors, or regulators with a need to know and who are bound by confidentiality obligations.

7. RECORDS, AUDIT, AND COOPERATION

7.1 Records: Recipient shall retain all records relating to the Recall, including shipping records, disposition records, customer notifications, and communications, for a period of years from the date of final disposition unless a longer retention is required by law.

7.2 Audit and Cooperation: Upon reasonable notice, Recipient shall permit Recalling Party or its designated agent to inspect relevant records and facilities and shall cooperate in investigations and regulatory inquiries relating to the Recall.

8. REMEDIES; LIMITATION OF LIABILITY

8.1 Remedies: The remedies set forth herein are cumulative and in addition to any remedies available at law or in equity. Nothing in this Form shall limit a Party's right to seek injunctive or other equitable relief.

8.2 Limitation of Liability: Except for indemnification obligations or willful misconduct, neither Party shall be liable to the other for consequential, incidental, punitive, or special damages arising from the Recall.

9. NOTICES

All notices under this Form shall be in writing and delivered to the address set forth below for each Party:

10. MISCELLANEOUS

10.1 Governing Law: This Form shall be governed by and construed in accordance with the laws of the state identified for governing_law: without regard to conflicts of law principles.

10.2 Entire Agreement: This Form constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior oral or written agreements and understandings relating to the Recall.

10.3 Severability: If any provision of this Form is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

10.4 Amendment; Waiver: Any amendment or waiver of this Form must be in writing signed by both Parties. A waiver of any breach shall not operate as a waiver of any other breach.

10.5 Counterparts: This Form may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

CONTACTS FOR RECALL COORDINATION

CERTIFICATIONS

By signing below, the undersigned representatives certify that they are authorized to bind their respective Party and that the information provided in this Form is true and complete to the best of their knowledge. Recipient further certifies that it will promptly implement the Recall actions described herein and will not distribute or allow distribution of Affected Items pending disposition in accordance with this Form.

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