Miscellaneous Cowhide Document

MISCELLANEOUS COWHIDE DOCUMENT

Parties

Recitals

WHEREAS, Supplier is engaged in the business of sourcing, grading and, where applicable, processing raw cowhide for use in leather and allied products; and

WHEREAS, Buyer desires to purchase and Supplier agrees to supply cowhide meeting specifications and quantities set forth in this Agreement on the terms and conditions provided herein; and

WHEREAS, the parties desire a written agreement to define scope, delivery, payment and confidentiality obligations with respect to the supply, handling and transfer of cowhide materials.

Scope of Work

Supplier shall supply cowhide conforming to the material specifications, grades, quantities and packing standards agreed by the parties. Supplier shall deliver cowhide that is free from prior chemical treatment inconsistent with Buyer specifications and shall disclose any known defects materially affecting usability. Specific requirements, grading tolerances and inspection procedures are set forth below and may be amended by written agreement.

Payment Terms

Buyer shall pay Supplier the agreed price for delivered cowhide in accordance with the following terms. Amounts are payable in United States dollars unless otherwise agreed in writing.

Unless otherwise specified in Payment Schedule, Buyer shall pay invoices within days of invoice date. All invoices shall reference purchase order numbers and delivery receipts.

Late Payment: Overdue amounts shall accrue interest at the rate of per month (or the maximum rate permitted by law, if lower). Additionally, Buyer shall be responsible for reasonable collection costs and attorneys' fees incurred by Supplier to collect overdue amounts.

Delivery, Inspection and Acceptance

Delivery terms are as specified in the Scope of Work. Buyer shall inspect deliveries within a commercially reasonable period, not to exceed days of receipt. Material nonconformities must be reported in writing with supporting documentation. Supplier shall, at its option, repair or replace nonconforming material or issue credit for such material, provided Buyer has complied with inspection and notice obligations.

Term and Termination

This Agreement commences on the Effective Date and continues until the End Date, unless earlier terminated in accordance with this section.

Effective Date:     End Date:

Either party may terminate this Agreement for convenience upon providing written notice to the other party at least days prior to termination. Either party may terminate for uncured material breach if the breaching party fails to cure within days after written notice of such breach.

Confidentiality

Each party (Recipient) shall keep confidential and shall not disclose, use or permit the use of any non-public information or materials disclosed by the other party (Discloser) that are designated as confidential or that by their nature should reasonably be considered confidential, including but not limited to pricing, specifications, grading criteria, processing methods and customer lists ("Confidential Information"). Confidential Information does not include information that the Recipient can demonstrate: (a) is or becomes generally available to the public other than through a breach of this Agreement; (b) was rightfully in the Recipient's possession prior to disclosure; (c) is rightfully received from a third party without breach of an obligation of confidentiality; or (d) is independently developed by the Recipient without use of the Discloser's Confidential Information.

Upon termination or expiration, Recipient shall promptly return or, at Discloser's direction, destroy Confidential Information and certify such return or destruction in writing. Remedies at law may be inadequate for breach of confidentiality; Discloser shall be entitled to injunctive relief in addition to other remedies.

Warranties and Liability

Supplier warrants that delivered cowhide will materially conform to the specifications set forth in this Agreement at the time of delivery. EXCEPT FOR THE EXPRESS WARRANTY SET FORTH IN THIS PARAGRAPH, SUPPLIER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Supplier's aggregate liability for any claim arising under this Agreement shall not exceed the total amount paid by Buyer to Supplier for the specific shipment giving rise to the claim.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws principles.

Entire Agreement; Miscellaneous

This Agreement, including all attachments and incorporated specifications, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous negotiations, proposals and agreements, whether written or oral, relating to the subject matter hereof. No amendment shall be effective unless in writing and signed by authorized representatives of both parties. Waiver of any breach shall not constitute a waiver of any other or subsequent breach. Neither party may assign this Agreement without the prior written consent of the other, except to an affiliate or in connection with a sale of substantially all of its assets or equity.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate by written notice. Notices shall be effective upon receipt.

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