Miscellaneous Extra Stickers

MISCELLANEOUS EXTRA STICKERS AGREEMENT

Parties

Recitals

WHEREAS, Client requires additional printed stickers beyond an existing order and seeks to procure extra units on the terms set forth herein; and

WHEREAS, Vendor is engaged in the business of printing and supplying stickers and represents that it has the capacity and expertise to supply the extra stickers as described in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows as of the Effective Date:

Effective Date:

Scope of Work

Vendor shall manufacture, finish, and deliver miscellaneous extra stickers consistent with the specifications agreed by the parties below and any artwork or proofs approved in writing by Client. Vendor shall perform the work in a professional manner, in compliance with industry standards, and in conformity with any sample or proof approved by Client.

Item: Extra Stickers — Description: ; Quantity: ; Unit price: $; Estimated delivery date:

Expedite production and delivery at Client's request; additional fees as agreed below.

Payment Terms

Client agrees to pay Vendor the Total Contract Price for the extra stickers as set forth below. All amounts are payable in U.S. dollars unless otherwise agreed in writing. Unless otherwise stated, Client shall pay applicable sales taxes, duties, and shipping charges in addition to the amounts below.

Balance Due By: . Payments not received by the due date shall bear interest at a rate of % per month (or the maximum rate permitted by law), plus a late fee of $ for any payment more than days past due.

Payment Method: . If Client disputes any portion of an invoice in good faith, Client must notify Vendor in writing no later than business days after receipt; undisputed amounts must be paid in accordance with this Agreement.

Term and Termination

This Agreement shall commence on the Term Start Date and continue until completion of Vendor's obligations or the Term End Date, unless earlier terminated in accordance with this section.

Term Start Date: . Term End Date: .

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. Additionally, either party may terminate without cause upon days' prior written notice. Upon termination, Client shall pay Vendor for work performed and non-cancelable costs incurred through the effective date of termination.

Confidentiality

Each party shall hold in confidence and not disclose to any third party any non-public information disclosed by the other party that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Confidential Information shall not include information that is publicly available through no fault of the receiving party or independently developed by the receiving party without use of the disclosing party's Confidential Information.

The obligations of confidentiality shall continue for a period of from the date of disclosure, except that trade secrets shall be protected for as long as they remain trade secrets under applicable law.

Governing Law; Remedies

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 consent to the exclusive jurisdiction and venue of the state and federal courts located in that State for any disputes arising out of or related to this Agreement.

The parties acknowledge that monetary damages may be inadequate to remedy a breach of confidentiality or misuse of intellectual property and that either party may seek injunctive relief, specific performance, or other equitable remedies, in addition to any other remedies available at law or in equity.

Indemnification; Insurance

Vendor shall indemnify, defend, and hold harmless Client from and against any third-party claims alleging that the stickers infringe any United States intellectual property rights, provided that Client gives Vendor prompt written notice of any claim and cooperates in Vendor's defense. Each party shall maintain insurance appropriate to its obligations under this Agreement and upon request shall provide evidence of such insurance.

Entire Agreement; Assignment

This Agreement, including any exhibits or purchase orders incorporated herein in writing, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior understandings and agreements, whether written or oral. Any amendment or modification must be in writing and signed by both parties. Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

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 either party may specify in writing. Notices shall be deemed given when delivered in person, by nationally recognized overnight courier, or three business days after deposit in the U.S. mail, postage prepaid (or the equivalent for international mail).

Execution

The parties have executed this Agreement through their authorized representatives as of the dates set forth below.

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