Manufacturer's Services Agreement

MANUFACTURER'S SERVICES AGREEMENT

This Manufacturer's Services Agreement (the "Agreement") is entered into as of by and between Manufacturer Name: , a(n) organized under the laws of (the "Manufacturer"), and Client Name: , a(n) organized under the laws of (the "Client"). Manufacturer and Client are each a "Party" and collectively the "Parties".

RECITALS

WHEREAS, the Client desires to retain Manufacturer to manufacture, assemble and deliver certain products and related services described herein; and

WHEREAS, Manufacturer represents that it has the facilities, personnel, technical capability and quality systems to perform the manufacturing services required by the Client under the terms and conditions of this Agreement; and

WHEREAS, the Parties desire to set forth their respective rights and obligations with respect to the manufacture, inspection, testing, delivery and acceptance of the products and related services.

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. SCOPE OF SERVICES

1.1 Services. Manufacturer shall provide manufacturing, assembly, testing, inspection, packaging and related services (collectively, the "Services") for the products described in the applicable Purchase Order(s) and the attached specifications. A general description of the initial products and Services is set forth below:

1.2 Purchase Orders. Services shall be ordered by the Client by submitting written or electronic Purchase Orders specifying quantities, delivery schedule, and product specifications. Each Purchase Order shall reference this Agreement and, upon Manufacturer's acceptance, will be governed by the terms of this Agreement. Manufacturer may accept or reject any Purchase Order in its reasonable discretion.

2. TERM; TERMINATION

2.1 Term. This Agreement commences on the date first written above and continues until unless earlier terminated in accordance with this Agreement.

2.2 Termination for Convenience. Either Party may terminate this Agreement or any Purchase Order for convenience upon providing at least days' prior written notice to the other Party. On termination for convenience, Client will pay Manufacturer for Services performed and accepted and for non‑cancelable commitments made prior to termination.

2.3 Termination for Cause. Either Party may terminate this Agreement for material breach if the breaching Party fails to cure the breach within days after receipt of written notice specifying the breach. Termination for cause shall not relieve the non‑breaching Party of any remedies available at law or equity.

3. FEES; PAYMENT

3.1 Fees. Client shall pay Manufacturer the fees set forth in the applicable Purchase Order or written quotation. Unit prices, tooling charges, setup fees and other one-time charges shall be set forth in writing.

3.2 Payment Terms. Unless otherwise agreed in writing, invoices are due within days from invoice date. Overdue amounts shall accrue interest at the lesser of 1.5% per month or the highest rate permitted by law. Payment does not constitute acceptance of nonconforming goods or Services.

4. INSPECTION, TESTING AND ACCEPTANCE

4.1 Inspection and Testing. Manufacturer shall perform inspection and testing as required by the Product Specifications and Client may, at its expense, inspect Manufacturer's facility upon reasonable prior notice during normal business hours. Manufacturer shall retain test records and make them available to Client upon reasonable request.

4.2 Acceptance. Unless otherwise provided in the Purchase Order, Products shall be deemed accepted upon delivery and passage of agreed acceptance tests. If Products fail to conform to specifications, Client may reject such Products and require replacement, repair or refund at Manufacturer's expense.

5. INTELLECTUAL PROPERTY

5.1 Ownership. Client retains all right, title and interest in Client's designs, drawings, specifications, trademarks and other intellectual property provided to Manufacturer ("Client IP"). Manufacturer retains ownership of pre-existing know-how and manufacturing processes not derived from Client IP ("Manufacturer IP").

5.2 License. Client grants Manufacturer a nonexclusive, nontransferable license to use Client IP solely to perform the Services during the Term. Upon expiration or termination, Manufacturer shall cease use of Client IP and return or destroy Client materials as directed by Client.

6. CONFIDENTIALITY

6.1 Confidential Information. Each Party shall keep confidential and not disclose to any third party any nonpublic information disclosed by the other Party that is designated confidential or that reasonably should be understood to be confidential ("Confidential Information"). Confidential Information excludes information that is or becomes publicly available other than through a breach of this Agreement.

6.2 Use and Disclosure. Each Party may use Confidential Information only to perform its obligations under this Agreement and may disclose it to employees, contractors and advisors who have a need to know and who are bound to confidentiality obligations at least as protective as this Agreement.

7. WARRANTIES; DISCLAIMER

7.1 Manufacturer's Warranties. Manufacturer warrants that Products manufactured and delivered under this Agreement will conform to the applicable specifications, be free from material defects in materials and workmanship, and be manufactured in accordance with applicable laws and industry standards for a period of days from delivery.

7.2 Exclusive Remedy. Client's sole and exclusive remedy for breach of the foregoing warranty shall be, at Manufacturer's option, repair, replacement or refund of the purchase price of the nonconforming Products, provided Client notifies Manufacturer in writing within the warranty period.

7.3 Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION, MANUFACTURER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY LAW.

8. INDEMNIFICATION; LIMITATION OF LIABILITY

8.1 Indemnification by Manufacturer. Manufacturer shall indemnify, defend and hold harmless Client, its affiliates and their respective officers, directors and employees from and against any third-party claim arising out of (a) Manufacturer's breach of its representations or warranties, or (b) death, bodily injury or property damage caused by Manufacturer's negligent acts or omissions in performing the Services, provided that Client promptly notifies Manufacturer in writing of the claim and cooperates in the defense.

8.2 Limitation of Liability. EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS FOR THIRD‑PARTY BODILY INJURY OR PROPERTY DAMAGE OR FOR A BREACH OF CONFIDENTIALITY OR INTELLECTUAL PROPERTY, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES (INCLUDING LOSS OF PROFITS) ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY FOR CLAIMS ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID OR PAYABLE TO MANUFACTURER UNDER THE APPLICABLE PURCHASE ORDER GIVING RISE TO THE CLAIM.

9. INSURANCE

Manufacturer shall maintain, at its expense, commercial general liability insurance, product liability insurance and employers' liability insurance with limits reasonably customary in the industry and sufficient to cover its liabilities under this Agreement. Upon request, Manufacturer shall provide certificates of insurance evidencing such coverage.

10. RECORDS; AUDIT

Manufacturer shall maintain complete and accurate records relating to the manufacture, testing, inspection and delivery of Products and the calculation of fees. Client shall have the right, upon reasonable prior notice and during regular business hours, to audit such records for compliance with this Agreement; any such audit shall be conducted at Client's expense unless the audit reveals material noncompliance, in which case Manufacturer shall reimburse Client's reasonable audit costs.

11. COMPLIANCE WITH LAWS; EXPORT

Each Party shall comply with all applicable laws, regulations and industry standards in performing its obligations under this Agreement. Manufacturer shall obtain and maintain all permits, licenses and certifications necessary to manufacture the Products. The Parties shall comply with applicable export control and economic sanctions laws; no Party shall transfer technical data or Products in violation of such laws.

12. CHANGE ORDERS; VARIATIONS

Changes to specifications, quantities or delivery schedules shall be made only by written change order signed by authorized representatives of both Parties. Manufacturer shall notify Client of any cost or schedule impacts of proposed changes, and no change shall be binding until agreed in writing.

13. SUBCONTRACTING

Manufacturer may subcontract portions of the manufacturing work, provided that Manufacturer remains responsible for compliance with this Agreement and for the performance of subcontractors. Manufacturer shall obtain Client's prior written consent for subcontracting of critical processes or for subcontractors located outside the country of Manufacturer's primary facility, such consent not to be unreasonably withheld.

14. FORCE MAJEURE

Neither Party shall be liable for delays or failures in performance due to causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, strikes, labor disputes, shortage of materials or governmental actions. The affected Party shall promptly notify the other Party and use commercially reasonable efforts to mitigate the impact.

15. NOTICES

All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and delivered to the addresses specified below or to such other address as a Party may designate by notice. Notices shall be deemed given upon personal delivery, three days after deposit in certified mail, return receipt requested, or one day after delivery to an overnight courier service.

16. AMENDMENT; WAIVER; COUNTERPARTS

This Agreement may not be amended or modified except by a written instrument signed by authorized representatives of both Parties. No failure or delay by either Party in exercising any right or remedy will operate as a waiver thereof. This Agreement may be executed in counterparts and by electronic or facsimile signature, each of which shall be deemed an original and all of which together shall constitute one instrument.

17. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to its conflict of laws principles. The Parties agree that exclusive venue for any legal action arising out of this Agreement shall be the state or federal courts located in the county of .

18. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, together with any Purchase Orders, exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings and negotiations. If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect, and the Parties shall negotiate in good faith a substitute, valid provision that accomplishes the Parties' intent.

19. MISCELLANEOUS

The Parties are independent contractors and nothing in this Agreement creates a partnership, joint venture, agency or employment relationship. Headings are for convenience only and shall not affect interpretation. Any provision that by its nature should survive termination or expiration shall survive.

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