Miscellaneous ESD Tray

MISCELLANEOUS ESD TRAY AGREEMENT

This Miscellaneous ESD Tray Agreement ("Agreement") is entered into as of Effective Date: by and between Client Name: with principal place of business at Client Address: and Supplier Name: with principal place of business at Supplier Address: .

RECITALS

WHEREAS, Client requires electrostatic discharge (ESD) compatible trays for handling, storage, and transportation of sensitive electronic components; and

WHEREAS, Supplier represents that it designs, manufactures, or supplies ESD trays that conform to the specifications and quality controls set forth in this Agreement; and

WHEREAS, the parties wish to set forth the terms and conditions under which Supplier will provide the ESD trays and related services to Client.

SCOPE OF WORK

PRODUCT SPECIFICATIONS

DELIVERY, INSPECTION, AND ACCEPTANCE

Delivery Terms: Supplier will deliver the goods FOB Delivery Location: Estimated Delivery Date: .

Inspection Period: Client shall have Inspection Period (days): calendar days from receipt to inspect and either accept or reject nonconforming goods. Rejected goods shall be returned at Supplier's expense and Supplier shall, at Supplier's option, repair or replace nonconforming goods within a commercially reasonable time.

PAYMENT TERMS

Late Payment: Any undisputed amount not paid when due shall incur a late fee equal to Late Fee: on the unpaid balance, compounded monthly, or the maximum allowed by law, whichever is less.

WARRANTY, LIMITATIONS, AND RISK OF LOSS

Warranty: Supplier warrants that for Warranty Period (months): months from acceptance, the goods shall conform to the specifications and be free from material defects. Remedies are limited, at Supplier's option, to repair or replacement of defective goods or refund of the purchase price for such goods.

Title and Risk of Loss: Title to and risk of loss for the goods shall pass to Client FOB Delivery Location unless otherwise agreed in writing.

CONFIDENTIALITY

Each party shall keep confidential and shall not disclose to any third party any Confidential Information of the other party. "Confidential Information" includes pricing, drawings, specifications, business processes, and any non-public technical or business information disclosed in connection with this Agreement. Confidential Information does not include information that is publicly available without breach of this Agreement, independently developed, or rightfully received from a third party without restriction.

Obligations: The receiving party shall use Confidential Information solely for performance under this Agreement and shall protect such information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

Acknowledgement: I acknowledge the confidentiality obligations in this Agreement.

TERM AND TERMINATION

Term: This Agreement shall commence on Start Date: and shall continue in effect until End Date: unless earlier terminated as provided herein.

Termination for Convenience: Either party may terminate this Agreement for convenience upon Notice Period (days): days' prior written notice to the other party.

Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

INDEMNITY AND LIMITATION OF LIABILITY

Indemnity: Supplier shall indemnify, defend and hold Client harmless from third-party claims to the extent arising from Supplier's negligent manufacture or breach of Supplier's representations and warranties, provided Client gives prompt written notice and cooperates in the defense.

Limitation of Liability: Except for remedies for breach of confidentiality, indemnification for bodily injury or death, or willful misconduct, each party's aggregate liability under this Agreement shall not exceed the total amount paid or payable by Client to Supplier under this Agreement for the goods giving rise to the claim.

GOVERNING LAW; DISPUTE RESOLUTION

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of Governing State: , without regard to its conflicts of law principles.

Dispute Resolution: The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation. If unresolved within forty-five (45) days, either party may pursue legal remedies in a court of competent jurisdiction in the chosen governing state.

ENTIRE AGREEMENT

This Agreement, including all attachments and any purchase orders expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, or representations, whether written or oral. Any amendment must be in writing and signed by both parties.

MISCELLANEOUS

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except to a successor in interest to all or substantially all of the assigning party's business.

Notices: All notices required or permitted hereunder shall be in writing and delivered to the addresses set forth in this Agreement or to such other address as a party may designate in writing.

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