Material Supply Agreement

MATERIAL SUPPLY AGREEMENT

This Material Supply Agreement (the Agreement) is entered into as of by and between:

Supplier Name:

Buyer Name:

RECITALS

WHEREAS, Supplier is engaged in the business of manufacturing and supplying the materials described in this Agreement and has represented that Supplier has the capacity and resources to supply such materials in accordance with the terms hereof;

WHEREAS, Buyer desires to purchase and obtain delivered materials from Supplier on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend to set forth their full agreement regarding supply, delivery, inspection, payment and other terms in writing.

SCOPE OF WORK

DELIVERY, ACCEPTANCE, AND RISK

Supplier shall deliver materials FOB Delivered at Place to the delivery address specified by Buyer. Risk of loss shall pass to Buyer upon delivery and acceptance at the agreed delivery location unless otherwise expressly agreed in writing.

Buyer shall have the right to inspect materials upon delivery and shall notify Supplier in writing within calendar days of any nonconformity. Failure to timely notify shall constitute acceptance.

PAYMENT TERMS

Unless otherwise stated, Buyer shall pay all undisputed invoices within days from receipt of invoice. Overdue amounts shall bear interest at the lesser of 1.5% per month or the maximum permitted by law.

TERM AND TERMINATION

This Agreement commences on the Start Date: and, unless earlier terminated in accordance with this Agreement, will continue until the End Date: .

Either party may terminate this Agreement for material breach by the other party if such breach is not cured within days after written notice. Either party may terminate for convenience upon days' prior written notice to the other party.

CONFIDENTIALITY

Each party shall keep confidential all non-public information disclosed by the other party in connection with this Agreement and shall not disclose such information to any third party except to its employees, agents, or subcontractors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement. The confidentiality obligations do not apply to information that is or becomes publicly available through no breach by the receiving party, was lawfully known by the receiving party prior to disclosure, or is required to be disclosed by law or court order (provided the disclosing party is given prior notice where legally permissible).

WARRANTY; INDEMNITY; INSURANCE

Supplier warrants that materials supplied will conform to the specifications set forth in this Agreement and will be free from defects in material and workmanship for a period of from acceptance. Buyer's sole remedies for breach of this warranty shall be, at Supplier's option, repair, replacement, or refund of the purchase price for the nonconforming materials.

Each party shall indemnify and hold harmless the other party from and against claims, liabilities, losses and expenses arising out of that party's negligence, willful misconduct, or breach of this Agreement, subject to any limitations of liability expressly set forth in this Agreement.

Supplier shall maintain insurance customary for suppliers of similar materials, including commercial general liability and product liability coverage in amounts sufficient to cover reasonably foreseeable claims arising from the supplied materials.

FORCE MAJEURE

Neither party shall be liable for delays or failures in performance resulting from causes beyond its reasonable control, including acts of God, strikes, epidemics, war, governmental action, or transportation interruptions, provided the affected party promptly notifies the other and uses commercially reasonable efforts to resume performance.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of without regard to conflict of laws principles. The parties shall attempt in good faith to resolve disputes through negotiation for a period of 30 days prior to initiating arbitration or litigation.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any attachments, exhibits and written purchase orders expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous negotiations and agreements. No amendment shall be binding unless executed in writing by authorized representatives of both parties.

NOTICES

MISCELLANEOUS PROVISIONS

No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party. If any provision is 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 to an affiliate or purchaser of substantially all of its assets, provided the assignee assumes the obligations hereunder.

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