Legal Surgical Disposables Agreement

LEGAL SURGICAL DISPOSABLES AGREEMENT

This Surgical Disposables Agreement ("Agreement") is made and entered into as of Effective Date: by and between Supplier Name: with principal place of business at Supplier Address: ("Supplier"), and Purchaser Name: with principal place of business at Purchaser Address: ("Purchaser").

RECITALS

WHEREAS, Supplier is engaged in the manufacture and supply of sterile single-use surgical disposables and related components; and

WHEREAS, Purchaser operates medical facilities that require the purchase and use of such surgical disposables in the provision of medical services; and

WHEREAS, the parties desire to set forth the terms and conditions under which Supplier will supply and Purchaser will purchase the surgical disposables described in Schedule A (Products) attached hereto and incorporated herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

1. DEFINITIONS

1.1 "Products" means the surgical disposables and related items identified in Schedule A or as otherwise ordered under this Agreement. 1.2 "Specifications" means the product specifications, labeling requirements, and packaging instructions provided by Supplier and accepted by Purchaser. 1.3 "Purchase Order" means a written or electronic order issued by Purchaser referencing this Agreement and specifying quantities, delivery dates and shipping instructions.

2. TERM

2.1 This Agreement shall commence on the Effective Date and continue for an initial term of years unless earlier terminated in accordance with Section 11. 2.2 Upon expiration of the initial term, this Agreement shall automatically renew for successive one-year periods unless either party provides written notice of non-renewal at least ninety (90) days prior to the end of the then-current term.

3. SUPPLY, ORDERS AND FORECASTS

3.1 Supplier agrees to supply and Purchaser agrees to purchase Products in accordance with Purchase Orders issued by Purchaser and accepted in writing by Supplier. 3.2 Purchaser shall provide rolling forecasts of anticipated purchases for the next twelve (12) months. Each forecast is non-binding except that Purchaser shall issue binding Purchase Orders consistent with agreed lead times and minimum order quantities. 3.3 Supplier shall use commercially reasonable efforts to meet requested delivery dates; failure to meet delivery dates shall not constitute a material breach if Supplier timely notifies Purchaser and arranges expedited shipment at Supplier's expense where practicable.

4. PRICE, INVOICING AND PAYMENT

4.1 Prices for Products shall be set forth in Schedule A or in a Purchase Order accepted by Supplier. Prices are exclusive of applicable taxes, duties and shipping costs unless otherwise stated. 4.2 Supplier shall invoice Purchaser upon shipment or as otherwise agreed. Purchaser shall pay undisputed invoices in full within days from the invoice date. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. 4.3 Purchaser may withhold amounts reasonably disputed in good faith; parties shall promptly resolve any disputes.

5. DELIVERY, TITLE AND RISK OF LOSS

5.1 Unless otherwise agreed in writing, Products shall be delivered Ex Works Supplier's facility and title and risk of loss shall pass to Purchaser upon delivery to the carrier. 5.2 Supplier shall package Products in accordance with agreed Specifications to protect Products in transit. 5.3 Purchaser shall inspect Products upon receipt and notify Supplier of any visible shortages or nonconformities within ten (10) days of receipt; failure to provide timely notice shall constitute acceptance except for latent defects discovered thereafter.

6. QUALITY, REGULATORY COMPLIANCE AND RECORDS

6.1 Supplier warrants that Products shall conform to the Specifications, be free from defects in material and workmanship, be sterile where required, and be fit for their intended clinical use. 6.2 Supplier shall manufacture, test and label Products in accordance with applicable law and regulatory requirements and shall maintain records demonstrating compliance for the period required by such laws. 6.3 Supplier shall permit Purchaser or its authorized representative to audit Supplier's relevant records and facilities upon reasonable notice and during normal business hours to verify compliance, provided such audits do not unreasonably interfere with Supplier operations.

7. RECALLS AND FIELD CORRECTIONS

7.1 Supplier shall promptly notify Purchaser of any event requiring removal, correction, recall or notification involving the Products and shall cooperate in all recall or correction activities. 7.2 Costs associated with Supplier-initiated recalls or corrections resulting from Supplier nonconformity shall be borne by Supplier, including reasonable costs of notification, retrieval, replacement and disposal.

8. INDEMNIFICATION

8.1 Supplier shall defend, indemnify and hold harmless Purchaser, its officers, directors and employees from and against any third-party claims, liabilities, damages and expenses (including reasonable attorneys' fees) arising out of or resulting from (a) Supplier's breach of this Agreement, (b) Supplier's negligence or willful misconduct in manufacture or labeling of Products, or (c) a defect in the Products attributable to Supplier. 8.2 Purchaser shall promptly notify Supplier of any claim for which indemnity is sought and shall permit Supplier to assume defense and settlement, provided that Supplier shall not settle any claim that would impose obligations on Purchaser without Purchaser's consent.

9. LIMITATION OF LIABILITY

9.1 EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR A PARTY'S INDEMNITY OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY PURCHASER TO SUPPLIER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. 9.2 IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES.

10. INSURANCE

Supplier shall maintain commercial general liability and product liability insurance with limits customary for suppliers of comparable medical products. Upon reasonable request, Supplier shall provide certificates evidencing such insurance.

11. TERMINATION

11.1 Either party may terminate this Agreement for material breach by the other party if such breach is not cured within thirty (30) days after written notice specifying the breach. 11.2 Either party may terminate this Agreement for insolvency, bankruptcy or appointment of a receiver for the other party's assets. 11.3 Termination shall be without prejudice to any rights or remedies accrued prior to termination; Purchaser shall pay for conforming Products delivered prior to termination.

12. CONFIDENTIALITY

12.1 Each party shall keep confidential and not disclose or use for any purpose other than performance under this Agreement any non-public proprietary information of the other party disclosed in connection with this Agreement. 12.2 Confidential information shall not include information that is or becomes generally known to the public through no fault of the receiving party or is independently developed by the receiving party.

13. RECORDS AND AUDIT

Supplier shall retain manufacturing, quality control and distribution records relevant to Products for a minimum period required by applicable law or five (5) years after delivery, whichever is longer, and shall allow Purchaser reasonable inspection rights as provided in Section 6.2.

14. NOTICES

All notices under this Agreement shall be in writing and shall be delivered by hand, nationally recognized courier, or certified mail (return receipt requested) to the addresses below or such other address as either party designates by notice to the other.

15. AMENDMENT, WAIVER AND COUNTERPARTS

This Agreement may be amended only by a written instrument signed by authorized representatives of both parties. No waiver of any provision shall be effective unless in writing and signed by the waiving party. This Agreement 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.

16. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state/province identified below without regard to conflicts of law principles. The parties submit to the exclusive jurisdiction of the competent courts located in that jurisdiction for disputes arising out of this Agreement.

17. ENTIRE AGREEMENT; SEVERABILITY

17.1 This Agreement, together with all schedules and accepted Purchase Orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications. 17.2 If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect and the parties shall negotiate in good faith to replace the invalid provision with a valid provision achieving the original intent.

18. SCHEDULES AND ATTACHMENTS

Schedule A (Products and Pricing) and any additional specifications, quality agreements or attachments identified herein are incorporated by reference and form an integral part of this Agreement.

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