Manufacturing Agreement

MANUFACTURING AGREEMENT

This Manufacturing Agreement ("Agreement") is entered into as of , by and between:

Manufacturer Name:

Corporation    LLC    Partnership    Other

Client Name:

Corporation    LLC    Partnership    Other

RECITALS

WHEREAS, Client engages Manufacturer to produce and supply products in accordance with the specifications, quality standards and schedules set forth in this Agreement; and

WHEREAS, Manufacturer represents that it has the facilities, personnel, expertise and regulatory compliance necessary to manufacture the products described in this Agreement in accordance with industry standards and applicable law; and

WHEREAS, the parties desire to set forth the terms and conditions under which Manufacturer will manufacture and supply Products to Client.

SCOPE OF WORK

Manufacturer shall manufacture the products (the "Products") in conformity with the specifications, drawings, samples, materials and performance standards provided by Client. The parties shall agree to the Product specifications in writing prior to commencement of production. The scope of production, quantities, tooling responsibilities and delivery schedules are as follows:

PAYMENT TERMS

Client shall pay Manufacturer the amounts set forth below in consideration for the manufacture and delivery of the Products. All amounts are payable in lawful currency unless otherwise agreed in writing.

Payments due within days of invoice. Late payments shall incur a late fee equal to on the outstanding balance, plus reasonable costs of collection.

TERM AND TERMINATION

This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate for material breach if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach.

CONFIDENTIALITY

Each party (the "Receiving Party") shall hold in confidence all non-public technical, commercial and financial information disclosed by the other party (the "Disclosing Party") that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Confidential Information shall not include information that is (a) already known to the Receiving Party without breach of obligation, (b) becomes public through no fault of the Receiving Party, (c) is rightfully received by the Receiving Party from a third party without restriction, or (d) is independently developed by the Receiving Party.

The Receiving Party shall use Confidential Information solely for the purposes of performing under this Agreement and shall not disclose it to third parties except to employees, contractors or affiliates who have a need to know and who are bound by confidentiality obligations no less protective than those in this Agreement. The obligations of confidentiality shall survive termination of this Agreement for a period of years.

SPECIFICATIONS, QUALITY AND INSPECTION

Manufacturer shall manufacture Products in accordance with the agreed specifications and shall maintain quality control procedures consistent with industry standards. Manufacturer shall permit Client or Client's designated representative to inspect the Products at reasonable times during manufacturing and prior to shipment. Client shall provide written notice of rejection and allow Manufacturer a reasonable opportunity to repair or replace nonconforming Products.

INTELLECTUAL PROPERTY AND TOOLING

Client retains all intellectual property rights in Client-provided specifications, designs and trademarks. Manufacturer shall use Client materials and tooling only for production under this Agreement. Unless otherwise agreed in writing, tooling paid for by Client shall be identified as Client property and shall be made available to Client upon termination subject to payment of outstanding charges.

WARRANTIES; INDEMNIFICATION; LIMITATION OF LIABILITY

Manufacturer warrants that Products will conform to agreed specifications and will be free from defects in materials and workmanship for a period specified by the parties. Manufacturer's sole obligation under this warranty shall be, at Manufacturer's option, repair or replacement of nonconforming Products or refund of the purchase price. Except for the express warranty stated herein, Manufacturer disclaims all other warranties.

Each party shall indemnify and hold the other harmless from third-party claims arising from its breach of this Agreement, negligence or willful misconduct, subject to customary defenses. Except for liability for death, bodily injury, or a party's willful misconduct, neither party shall be liable to the other for consequential, incidental, or punitive damages and aggregate liability shall be limited to the total amounts paid or payable under this Agreement in the prior twelve months.

COMPLIANCE; INSURANCE

Each party shall comply with all applicable laws, regulations, and industry standards applicable to its performance. Manufacturer shall maintain insurance in amounts customary for the industry and provide certificates upon request.

NOTICES

All notices under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as either party designates by notice to the other.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the state of , without regard to conflict of laws principles. The parties shall attempt to resolve disputes in good faith through negotiation; if unresolved, disputes shall be resolved by binding arbitration or litigation as specified herein.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any exhibits, attachments and incorporated documents, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings. No amendment or modification shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

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