Miscellaneous DSIM Kit Boxes

GENERAL BUSINESS AGREEMENT — MISCELLANEOUS DSIM KIT BOXES

Parties

This Agreement is made and entered into as of , (Effective Date), by and between:

Recitals

WHEREAS, Supplier manufactures, assembles and supplies DSIM Kit Boxes and related packaging materials and services; and

WHEREAS, Client requires a one-time or ongoing procurement of Miscellaneous DSIM Kit Boxes for distribution, testing, or internal deployment and desires to retain Supplier to provide such Kits subject to the terms below; and

NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties agree as follows.

Scope of Work

Supplier shall supply, package, and deliver Miscellaneous DSIM Kit Boxes in accordance with the specifications, quantities and delivery schedule set forth in this Section and any accepted purchase order. Supplier will: (a) source components and materials that conform to agreed specifications; (b) assemble and label Kit Boxes per Client instructions; (c) perform final inspection and quality checks; and (d) prepare shipping documentation as required by Client.

Itemization

The primary supply items and provisional pricing are set out below. Final quantities and acceptance shall be recorded on each purchase order or delivery schedule.

Payment Terms

Client shall pay Supplier the amounts specified on accepted purchase orders and invoices in accordance with the following terms.

Deposit upon order confirmation:

Balance on delivery:

Net payment terms:

Supplier shall submit itemized invoices referencing the applicable purchase order. Unless otherwise agreed in writing, payments shall be made in the currency specified on the invoice and remitted to the Supplier's designated account.

Term and Termination

This Agreement shall commence on the Effective Date and shall continue until , 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 days after written notice. Either party may terminate for convenience upon days' prior written notice to the other party.

Upon termination, Client shall pay Supplier for all Work performed and accepted through the effective date of termination and for non‑cancelable commitments made by Supplier in reasonable reliance on this Agreement.

Confidentiality

For the purposes of this Agreement, "Confidential Information" means all non-public technical, business, financial and customer information disclosed by one party to the other, whether disclosed orally, visually or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Each receiving party agrees to: (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (b) use Confidential Information solely to perform its obligations or exercise its rights under this Agreement; and (c) not disclose Confidential Information to any third party except to its employees, contractors or advisors who have a need to know and are bound by confidentiality obligations no less restrictive than those set forth herein.

Confidential Information does not include information that: (i) is or becomes generally available to the public other than by breach of this Agreement; (ii) was rightfully in the receiving party's possession prior to receipt from the disclosing party; (iii) is received without restriction from a third party rightfully possessing such information; or (iv) is independently developed by the receiving party without reference to the Confidential Information.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflicts of law principles. The parties submit to the exclusive jurisdiction of the courts located in that State for any dispute arising out of or relating to this Agreement.

Mutual Representations & Warranties

Each party represents and warrants that it has full power and authority to enter into this Agreement, that the execution and performance of this Agreement will not violate any material agreement or law applicable to it, and that it will perform its obligations in a professional and workmanlike manner.

Limitation of Liability

Except for liability arising from gross negligence, willful misconduct, breach of confidentiality, or payment obligations, neither party shall be liable to the other for incidental, consequential, special or punitive damages, and the total aggregate liability of either party for any claim arising under this Agreement shall not exceed the total amounts paid or payable by Client to Supplier under the applicable purchase order giving rise to the claim.

Entire Agreement; Amendment

This Agreement, together with any incorporated purchase orders or appendices executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether written or oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Force Majeure; Notices

Neither party shall be liable for failure or delay in performance caused by events beyond its reasonable control, including acts of God, labor disputes, shortages, governmental action, fire, flood, or transportation disruptions, provided the affected party gives prompt written notice and uses commercially reasonable efforts to resume performance. All notices under this Agreement shall be given in writing to the addresses set forth above or to such other address as a party may designate in writing.

Execution

This Agreement may be executed in counterparts and by electronic signatures, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

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