Miscellaneous Box Specification

MISCELLANEOUS BOX SPECIFICATION AGREEMENT

This Miscellaneous Box Specification Agreement (Agreement) is entered into as of by and between Supplier Name: and Client Name: .

WHEREAS

1. Supplier is engaged in the design, manufacture and supply of packaging materials and has the capability to produce boxes and related components in accordance with the specifications set forth herein.

2. Client requires boxes that meet the functional, dimensional and quality requirements described in this Agreement and desires to procure such boxes from Supplier under the terms and conditions contained herein.

3. The parties intend for this Agreement to set forth the specification, supply, inspection, payment and other commercial terms applicable to the boxes to be produced and delivered by Supplier to Client.

SCOPE OF WORK

Supplier shall design, manufacture, inspect and deliver boxes in strict accordance with the specification below and any approved sample. Supplier shall maintain production records and quality control documentation related to each production lot.

Box Type: · Primary Material:

Dimensions (internal): Length in × Width in × Height in.

Wall/board thickness: in · Finish: · Color:

Unit quantity per production run: · Unit price: $ (per finished unit)

Dimensional tolerances (linear): ± in · Weight tolerance: ± lb.

Pre-production sample required: Yes

PAYMENT TERMS

Client shall pay Supplier the amounts specified for units accepted under this Agreement in accordance with the schedule set forth below. All amounts are payable in United States dollars unless otherwise agreed in writing.

Balance due within days of invoice. Late payments shall accrue interest equal to % per month or the maximum permitted by law, whichever is less, with a minimum late fee of $ .

TERM AND TERMINATION

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

Either party may terminate for convenience by providing written notice at least days prior to the proposed termination date. Either party may terminate for uncured material breach if the breaching party fails to cure within thirty (30) days after receipt of written notice identifying the breach, or immediately for non-payment.

CONFIDENTIALITY

Each party shall keep confidential all non-public technical, commercial and business information disclosed by the other party in connection with this Agreement ("Confidential Information"). Confidential Information shall not include information that is (a) in the public domain through no breach of this Agreement, (b) rightfully received from a third party without restriction, or (c) independently developed by the receiving party without use of the disclosing party's Confidential Information.

Confidentiality obligations shall continue for a period of years following termination or expiration of this Agreement, unless otherwise required by law.

INSPECTION, ACCEPTANCE AND WARRANTY

Client shall inspect delivered goods within business days of receipt and shall provide written notice of rejection for non-conforming goods. Failure to provide timely notice shall constitute acceptance.

Warranty period: months from delivery. Supplier's sole obligation for breach of warranty shall be repair, replacement or refund for non-conforming units at Supplier's option, subject to inspection and verification.

CHANGE ORDERS

Any changes to specifications, quantities, materials, finishes or delivery schedule shall be effected only by written change order signed by authorized representatives of both parties. Change orders may affect price and schedule and Supplier shall notify Client of such impacts in writing prior to proceeding.

INDEMNIFICATION; LIMITATION OF LIABILITY; FORCE MAJEURE

Supplier shall indemnify and hold harmless Client from claims arising out of Supplier's breach of warranty or Supplier's negligence in manufacture of the goods. Client shall indemnify Supplier from claims arising from Client-supplied materials or Client's misuse of the goods. Neither party shall be liable for consequential, incidental or punitive damages except to the extent arising from willful misconduct or gross negligence.

Neither party shall be liable for delay or failure to perform to the extent such delay or failure is caused by events beyond that party's reasonable control, including acts of God, labor disputes, shortages, governmental actions, or transportation failures (Force Majeure).

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 law principles. The parties shall first attempt to resolve disputes through good faith negotiation; if unresolved, disputes shall be resolved in the state or federal courts located within the chosen state.

ENTIRE AGREEMENT

This Agreement, including any attachments and any written change orders executed by authorized representatives of the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior oral and written proposals, negotiations and communications. No amendment shall be effective unless signed by both parties.

MISCELLANEOUS PROVISIONS

Notices required by this Agreement shall be in writing and delivered to the addresses provided by the parties. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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