Manufacturing Legal Agreement

MANUFACTURING AGREEMENT

This Manufacturing Agreement (the "Agreement") is entered into as of Effective Date: by and between Manufacturer Name: , a legal entity with its principal place of business at Manufacturer Address: (hereinafter "Manufacturer"), and Purchaser Name: , with its principal place of business at Purchaser Address: (hereinafter "Purchaser"). Each of Manufacturer and Purchaser may be referred to individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Purchaser has developed or procured specifications, drawings, samples and related materials describing certain products to be manufactured (the "Products"); and

WHEREAS, Manufacturer has the facilities, equipment, personnel and expertise necessary to manufacture the Products in accordance with Purchaser's specifications and to supply such Products in the quantities and on the schedule set forth herein; and

WHEREAS, the Parties desire to set forth the terms and conditions under which Manufacturer will manufacture, test, and deliver the Products to Purchaser.

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

1. DEFINITIONS

Capitalized terms used in this Agreement shall have the meanings set forth herein. "Specification" means the written product specifications, samples, drawings and quality standards provided by Purchaser and incorporated into this Agreement. "Work in Progress" means goods and materials that have been partially processed or assembled in connection with the manufacture of the Products.

2. APPOINTMENT; SCOPE

2.1 Appointment. Purchaser hereby appoints Manufacturer, and Manufacturer accepts such appointment, to manufacture the Products in accordance with the Specifications and the terms of this Agreement. Manufacturer shall manufacture only the Products and quantities expressly ordered by Purchaser pursuant to purchase orders issued under Section 3.

2.2 Product Description. Product Name: ; Primary Material/Component: .

3. PURCHASE ORDERS; DELIVERY

3.1 Purchase Orders. Purchaser shall issue written purchase orders specifying Product, quantity, unit price, required delivery date and shipment terms. Manufacturer shall confirm acceptance of each purchase order in writing within five (5) business days of receipt; any silence shall be deemed a rejection unless otherwise agreed.

3.2 Delivery. Manufacturer shall deliver Products FCA Manufacturer's Facility (Incoterms 2020). Delivery Schedule: . Title and risk of loss shall pass to Purchaser upon delivery to the carrier at Manufacturer's facility unless otherwise agreed in writing.

4. SPECIFICATIONS; CHANGES

4.1 Compliance. Manufacturer shall manufacture all Products in strict conformity with the Specifications and applicable laws and industry standards. Manufacturer shall maintain records demonstrating compliance and shall permit Purchaser or its designated auditor to inspect such records upon reasonable notice.

4.2 Changes. Purchaser may request changes to Specifications. Manufacturer shall notify Purchaser promptly of any impact on price, schedule or performance. No change shall be effective until the Parties execute a written change order signed by authorized representatives.

5. PRICE; PAYMENT

5.1 Unit Price. Unit Price: per unit. Currency: .

5.2 Payment Terms. Purchaser shall pay Manufacturer within days from receipt of an accurate invoice and acceptable delivery. Invoices shall itemize quantities, unit prices, taxes and shipping. Late payments accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law.

6. QUALITY ASSURANCE; INSPECTION

6.1 Quality Control. Manufacturer shall establish and maintain a quality control program sufficient to ensure Products meet the Specifications. Manufacturer shall retain inspection and test records for a minimum of three (3) years and provide them to Purchaser upon request.

6.2 Inspection and Rejection. Purchaser shall have the right to inspect Products at Manufacturer's facility and upon arrival. Non-conforming Products may be rejected by Purchaser and returned at Manufacturer's expense. Manufacturer shall, at Purchaser's option, repair, replace or refund the purchase price for non-conforming Products within thirty (30) days of notice.

7. INTELLECTUAL PROPERTY

7.1 Ownership. Purchaser retains all right, title and interest in and to the Specifications, trademarks, trade dress, designs and any intellectual property provided to Manufacturer for the purpose of manufacturing the Products. Manufacturer acquires no rights in Purchaser's intellectual property except for the limited, non-exclusive, non-transferable license to use the Specifications solely to perform its obligations under this Agreement.

7.2 Improvements. Any improvements, modifications or inventions made exclusively in the manufacture of the Products that are directed to the Specifications or Purchaser's confidential information and that would otherwise be owned by Manufacturer shall be assigned to Purchaser upon creation; Manufacturer shall execute instruments necessary to effect such assignment.

8. CONFIDENTIALITY

8.1 Definition. "Confidential Information" means non-public technical, business and financial information disclosed by one Party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information.

8.2 Obligations. The receiving Party shall: (a) hold Confidential Information in strict confidence using the same degree of care it uses to protect its own confidential information but no less than reasonable care; (b) not use Confidential Information except to perform obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to those employees, agents or subcontractors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein.

9. REPRESENTATIONS AND WARRANTIES

9.1 Manufacturer Warranties. Manufacturer represents and warrants that: (a) it has full power and authority to enter into this Agreement; (b) Products manufactured hereunder will materially conform to the Specifications and be free from defects in material and workmanship for a period of months from delivery; and (c) Products will comply with applicable laws and regulations.

9.2 Purchaser Warranties. Purchaser represents and warrants that: (a) it has the right to provide the Specifications and to grant the license necessary for Manufacturer to fulfill this Agreement; and (b) Specifications do not knowingly infringe third party intellectual property rights.

10. INDEMNIFICATION

10.1 Manufacturer Indemnity. Manufacturer shall indemnify, defend and hold harmless Purchaser and its officers, directors and affiliates from and against any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of claims that Products supplied by Manufacturer (a) do not conform to the Specifications, (b) are defective, or (c) result from Manufacturer's negligence or willful misconduct.

10.2 Purchaser Indemnity. Purchaser shall indemnify and hold harmless Manufacturer from and against claims arising from Purchaser's Specifications or Purchaser's failure to disclose material information necessary for the safe manufacture of the Products.

11. LIMITATION OF LIABILITY

EXCEPT FOR A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR LIABILITY ARISING FROM DEATH OR PERSONAL INJURY, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING FROM OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY PURCHASER TO MANUFACTURER UNDER THE APPLICABLE PURCHASE ORDER GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

12. TERM; TERMINATION

12.1 Term. This Agreement commences on the Effective Date and shall continue for an initial term of years unless earlier terminated in accordance with this Section.

12.2 Termination for Cause. Either Party may terminate this Agreement for material breach by the other Party if such breach remains uncured for thirty (30) days after written notice specifying the breach. Termination shall be without prejudice to any remedies available at law or in equity.

12.3 Termination for Insolvency. Either Party may terminate immediately upon written notice if the other Party becomes insolvent, makes an assignment for the benefit of creditors, or a receiver is appointed for a substantial part of its assets.

12.4 Effect of Termination. Upon termination, Purchaser shall pay Manufacturer for Products delivered and for Work in Progress reasonably incurred as of the termination date, provided such costs are substantiated. Manufacturer shall, at Purchaser's option, deliver Work in Progress or make it available for inspection and removal.

13. FORCE MAJEURE

Neither Party shall be liable for any delay or failure to perform to the extent caused by events beyond its reasonable control, including acts of God, epidemics, labor disputes, civil unrest, governmental actions, shortages of materials, or interruptions in transportation or utilities. The affected Party shall promptly notify the other Party and use commercially reasonable efforts to mitigate the effect of the event.

14. NOTICES

Notices shall be in writing and shall be deemed given when delivered in person, by courier, by nationally recognized overnight delivery service, or by certified mail, return receipt requested, to the addresses set forth above or to such other address as a Party may designate by notice in accordance with this Section.

15. AMENDMENT; WAIVER; COUNTERPARTS

15.1 Amendment. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties.

15.2 Waiver. The failure of either Party to enforce any provision shall not constitute a waiver of that provision or of the right to enforce it in the future.

15.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

16. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

16.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to choice of law principles.

16.2 Entire Agreement. This Agreement, together with any purchase orders and attachments expressly incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.

16.3 Severability. If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect and the Parties shall negotiate in good faith a substitute valid provision that most closely effects the Parties' intent.

17. MISCELLANEOUS

17.1 Subcontracting. Manufacturer shall not subcontract the manufacture of the Products without Purchaser's prior written consent, which shall not be unreasonably withheld. Manufacturer remains fully liable for the acts and omissions of any subcontractor.

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