Material Supply Attestation

MATERIAL SUPPLY ATTESTATION

This Material Supply Attestation (the "Attestation") is made as of by and between Supplier Name: and Recipient Name: .

WHEREAS

Whereas Supplier engages in the manufacture, procurement and supply of materials and components necessary for Recipient's production activities; and

Whereas Recipient requires assurance that supplied materials meet specified composition, origin, environmental and regulatory standards, and Supplier is willing to provide attestations and supporting documentation to that effect; and

Whereas the parties desire to set forth the scope, representations, and procedures under which Supplier will attest to material conformity and supply obligations.

ATTESTATION

Supplier hereby certifies, represents and warrants that, with respect to Materials supplied to Recipient under this Attestation:

Supplier warrants that the Materials conform to the specifications and drawings provided by Recipient and to the mutually agreed standards of quality and performance.

Supplier warrants that the declared country of origin for each Material is accurate and that no export control or sanctions restrictions prohibit supply of such Materials.

Supplier warrants that, to the best of Supplier's knowledge following commercially reasonable inquiry, Materials do not contain conflict minerals sourced from regions subject to armed conflict or unlawful exploitation unless disclosed in writing.

SCOPE OF MATERIALS

QUALITY, INSPECTION AND RECORDS

Supplier shall maintain quality control procedures reasonably necessary to ensure compliance with the foregoing attestations. Supplier shall permit Recipient or Recipient's authorized representative to inspect records and Materials upon reasonable notice during regular business hours to verify compliance with this Attestation. Records supporting this Attestation shall be retained for a period of years from the date of delivery.

PAYMENT TERMS

Invoices submitted in accordance with the foregoing shall be due and payable within days of receipt. Late payments shall incur a late fee equal to percent per month on overdue amounts, compounded monthly, or the maximum permitted by law, whichever is less.

TERM AND TERMINATION

This Attestation shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this section.

Either party may terminate this Attestation for convenience upon written notice to the other party delivered at least days prior to the intended termination date. Either party may terminate for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

CONFIDENTIALITY

Each party shall treat as confidential all non-public information disclosed by the other party in connection with this Attestation, including but not limited to technical data, specifications, pricing and records ("Confidential Information"). Confidential Information shall not be disclosed to third parties except as required by law or with prior written consent, and shall be protected with the same degree of care as the receiving party uses to protect its own confidential information, but no less than reasonable care.

Supplier acknowledges and agrees to be bound by the confidentiality obligations set forth above with respect to any Confidential Information received from Recipient.

REPRESENTATIONS, WARRANTIES AND INDEMNITY

Supplier represents and warrants that it has the full corporate power and authority to enter into this Attestation and to perform its obligations hereunder. Supplier shall indemnify, defend and hold harmless Recipient, its affiliates and their respective officers, directors and employees from and against any third-party claims, losses, liabilities, damages and expenses (including reasonable attorneys’ fees) arising from Supplier's breach of any representation, warranty or attestation contained herein or arising from Supplier's negligence or willful misconduct in supplying Materials.

GOVERNING LAW

This Attestation shall be governed by and construed in accordance with the laws of the state of without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for resolution of disputes arising under this Attestation.

ENTIRE AGREEMENT

This Attestation, together with any documents incorporated by reference and any purchase orders issued consistent with this Attestation, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral, relating to such subject matter. No amendment or modification shall be effective unless made in writing and signed by both parties.

ADDITIONAL PROVISIONS

If any provision of this Attestation is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party shall assign its rights or delegate its obligations under this Attestation without the prior written consent of the other party, 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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