Machinery Partner Agreement

MACHINERY PARTNER AGREEMENT

Parties

Recitals

WHEREAS, Party A is engaged in the manufacture, sale and maintenance of industrial machinery and related equipment, and maintains technical expertise, spare parts inventory and service capability;

WHEREAS, Party B has established markets, distribution channels and operational capacity to market, sell, install and provide first-line maintenance for such machinery; and

WHEREAS, the parties desire to establish a partnership under the terms set forth below effective as of for the purpose of supplying and servicing specified machinery.

Scope of Work

Party A will supply, and Party B will market, sell, install and provide specified field-level maintenance for the machinery described below. The parties agree to the following scope and responsibilities:

Equipment, Delivery and Acceptance

Party A warrants that delivered machinery shall conform to the specifications set forth in the applicable purchase order and shall be free from material defects in workmanship and materials for the warranty period specified in the applicable sales documentation. Delivery terms, risk of loss and acceptance testing shall be as follows:

Payment Terms

Compensation for supplied machinery and services shall be paid by Party B to Party A as set forth below. Amounts are exclusive of taxes unless otherwise indicated.

All invoices not paid within the agreed payment period shall incur the late fee set forth above. Payment obligations are independent of warranty claims and shall not be withheld in full for unresolved disputes except as expressly provided by this Agreement.

Term and Termination

This Agreement commences on and, unless earlier terminated in accordance with this section, expires on .

Either party may terminate for cause upon written notice following a material breach that remains uncured for days. Either party may terminate without cause upon prior written notice of days.

Confidentiality

Each party shall treat as confidential all proprietary, technical, financial and commercial information disclosed by the other party that is marked confidential or would reasonably be considered confidential. Confidential information shall not be used except to perform obligations under this Agreement and shall not be disclosed to third parties except to employees, contractors or agents with a need to know who are bound by confidentiality obligations no less protective than those herein.

Confidentiality obligations survive termination for a period of years, except to the extent disclosure is required by law, regulation or court order, provided the receiving party provides prompt notice and assists in any protective measures.

Insurance and Indemnification

Each party shall maintain commercial general liability, products liability and, where applicable, workers' compensation insurance in amounts sufficient to cover its obligations under this Agreement. Minimum combined single limit coverage shall be USD, or such greater amount as reasonably required for the scope of activity.

Each party shall indemnify, defend and hold harmless the other party from third-party claims arising out of the indemnifying party's negligence, willful misconduct, breach of representation or warranty, or violation of law in performance of this Agreement, subject to the indemnified party's compliance with notice and mitigation obligations.

Limitation of Liability

Except for liability arising from gross negligence, willful misconduct, or indemnification obligations, neither party shall be liable to the other for consequential, incidental, special or punitive damages. The aggregate liability of either party for any claim arising under or relating to this Agreement shall not exceed the total amounts paid or payable by Party B to Party A under the specific purchase order giving rise to the claim during the preceding twelve (12) months.

Compliance with Laws

Each party represents and warrants that it will comply with all applicable laws, export controls, sanctions and regulations in the performance of this Agreement. Neither party shall take any action that would cause the other to be in violation of such laws.

Governing Law

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

Entire Agreement

This Agreement, together with any exhibits, schedules and purchase orders expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals and representations, whether written or oral. No amendment shall be effective unless made in writing and signed by authorized representatives of both parties.

Miscellaneous

Neither party shall assign this Agreement without the prior written consent of the other, except to a successor in interest to substantially all of the assigning party's business. Notices required under this Agreement shall be in writing and delivered to the addresses set forth above.

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