Miscellaneous Air Freshener Set

GENERAL BUSINESS AGREEMENT — MISCELLANEOUS AIR FRESHENER SET

This General Business Agreement ("Agreement") is entered into as of Effective Date: by and between Client Name:

WHEREAS

WHEREAS, Client desires to purchase and Supplier desires to manufacture, package and deliver a Miscellaneous Air Freshener Set consisting of the product types and quantities described in this Agreement for resale or use in Client's business; and

WHEREAS, Supplier warrants that goods supplied will conform to the specifications and will be free from material defects in workmanship and materials at the time of delivery, subject to the limited warranty set forth herein; and

WHEREAS, the parties wish to set forth the terms and conditions under which Supplier will deliver the Miscellaneous Air Freshener Set and Client will pay for such goods and related services.

1. PRODUCT DESCRIPTION AND SPECIFICATIONS

2. SCOPE OF WORK

Supplier shall manufacture, inspect, package and deliver the Miscellaneous Air Freshener Set in accordance with the specifications set forth above and any additional instructions supplied by Client in writing. Deliverables include finished goods, packaging materials as specified, and a certificate of conformity for each shipment. Specific tasks and milestones are described below:

3. PAYMENT TERMS

Client shall pay Supplier the amounts set forth below in consideration for the goods and services described in this Agreement. All payments are due in U.S. dollars and are exclusive of applicable taxes unless otherwise stated.

Unless otherwise agreed in writing, Client shall pay all undisputed invoices within the invoice due period. Late payments shall accrue interest at the rate specified above until paid, and Supplier may suspend performance for overdue amounts after providing written notice and a reasonable cure period.

4. TERM AND TERMINATION

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

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for goods delivered and accepted prior to termination.

5. CONFIDENTIALITY

Each party agrees to hold in confidence and not disclose to any third party any Confidential Information disclosed by the other party, except to its employees, agents or contractors who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein. "Confidential Information" includes non-public product specifications, formulations, pricing, customer lists, business plans and any technical or commercial information marked or reasonably understood to be confidential.

The confidentiality obligations shall not apply to information that (a) is or becomes generally available to the public through no breach of this Agreement, (b) was rightfully in the receiving party's possession without restriction prior to disclosure, or (c) is independently developed by the receiving party without use of the disclosing party's Confidential Information. Upon termination, each party shall return or destroy Confidential Information of the other party upon request.

6. WARRANTIES, INSPECTION AND RECALL

Supplier warrants that goods delivered shall conform to the specifications, shall be of merchantable quality, and shall be free from defects in materials and workmanship for a period of ninety (90) days from delivery, unless otherwise agreed in writing. Client shall inspect shipments within ten (10) business days of receipt and shall notify Supplier in writing of any nonconformity. Remedies for breach of warranty will be limited to repair or replacement of nonconforming goods or, at Supplier's option, refund of the purchase price for such goods.

In the event of a mandatory product recall initiated by Supplier or required by a competent authority due to a defect in the goods, Supplier shall be responsible for coordination and costs of the recall to the extent caused by Supplier's breach or negligence. Supplier shall promptly notify Client of any recall or safety issue affecting supplied goods.

7. INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising out of the indemnifying party's negligence or willful misconduct in performing its obligations under this Agreement. Neither party shall be liable for consequential, incidental, special or punitive damages arising out of or related to this Agreement, except for damages arising from a party's gross negligence, willful misconduct, or breach of confidentiality obligations.

8. GOVERNING LAW

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 submit to the exclusive jurisdiction of the state and federal courts located in that State for resolution of any disputes.

9. ENTIRE AGREEMENT

This Agreement, including any 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 or contemporaneous agreements, understandings, or communications, whether written or oral. Any amendment or modification to this Agreement must be in writing and signed by both parties.

10. NOTICE

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above by certified mail, courier or hand delivery, or by electronic transmission if receipt is confirmed. Notices are effective upon receipt.

11. SIGNATURES

The parties represent that the persons signing below are duly authorized to execute this Agreement on behalf of their respective organizations.

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