Miscellaneous LED Segments Document

MISCELLANEOUS LED SEGMENTS AGREEMENT

This Agreement is entered into as of between:

WHEREAS

WHEREAS, Client requires the manufacture, supply, and/or delivery of LED segments and related components for use in Client's lighting systems; and

WHEREAS, Supplier represents that it has the expertise, facilities, and capacity to provide LED segments meeting the specifications and delivery schedule set forth in this Agreement; and

WHEREAS, the parties desire to set forth the scope, payment terms, confidentiality obligations, and other terms governing the supply of such LED segments.

SCOPE OF WORK

Supplier shall manufacture, test, and deliver LED segments in accordance with the specifications set out in the Scope of Work. Supplier shall comply with all agreed acceptance testing procedures. Client shall be responsible for final acceptance testing and shall provide written acceptance or rejection within days of delivery.

PAYMENT TERMS

Total Contract Amount: $

Invoices shall be issued by Supplier upon achievement of the applicable milestone. Payments are due within days of receipt of a correct invoice. Late payments shall bear interest at the lesser of per month or the maximum rate permitted by law, and Supplier may suspend further deliveries if invoices remain unpaid for more than days after the due date.

TERM AND TERMINATION

Term Commencement Date: . Termination Date: .

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate for material breach if the breach remains uncured for days after written notice specifying the breach.

Upon termination, Client shall pay Supplier for all work performed and goods delivered through the effective date of termination, subject to any setoff for Supplier's failure to meet agreed specifications.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by one party to the other in any form relating to business plans, designs, technical specifications, pricing, prototypes, and processes concerning the LED segments.

The receiving party shall: (a) hold Confidential Information in strict confidence using at least the same degree of care it uses with its own confidential information, but no less than reasonable care; (b) use Confidential Information solely for performance under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, agents, or subcontractors who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein.

Confidential Information does not include information that is: (i) publicly known through no wrongful act of the receiving party; (ii) rightfully received from a third party without restriction; (iii) independently developed by the receiving party without use of the disclosing party's Confidential Information; or (iv) required to be disclosed by law, provided that the receiving party gives prompt notice and cooperates in any effort to limit disclosure.

The confidentiality obligations shall survive termination of this Agreement for a period of three (3) years, except that trade secrets shall be protected for so long as they qualify as trade secrets under applicable law.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of law rules. The parties agree to attempt to resolve disputes promptly through good-faith negotiations. If negotiations fail, either party may seek relief in a court of competent jurisdiction in the chosen state.

ENTIRE AGREEMENT; MISCELLANEOUS

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. No amendment shall be effective unless in writing and signed by both parties.

Neither party may assign this Agreement without the prior written consent of the other party, except that Supplier may assign to an affiliate or in connection with a merger or sale of substantially all of its assets. Any attempted assignment in violation of this section shall be void.

REPRESENTATIONS AND WARRANTIES

Supplier warrants that the LED segments supplied under this Agreement will conform to the agreed specifications, be free from material defects in material and workmanship under normal use for a period of months from the date of delivery. Client's sole remedies for breach of the foregoing warranty shall be, at Supplier's option, repair or replacement of nonconforming goods or refund of the purchase price for such goods, provided Client gives prompt written notice of any defect.

LIMITATION OF LIABILITY

Except for liability arising from gross negligence, willful misconduct, or Supplier's breach of confidentiality or infringement claims, neither party shall be liable for special, incidental, consequential, or punitive damages. Supplier's aggregate liability for direct damages arising out of or related to this Agreement shall not exceed the total amount paid by Client to Supplier under this Agreement.

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