Miscellaneous MRL Terms and Conditions

MISCELLANEOUS MRL TERMS AND CONDITIONS

This Miscellaneous MRL Terms and Conditions (the Agreement) is entered into as of Effective Date: .

Party A Name:   Party B Name:

WHEREAS

WHEREAS, Party A is engaged in the development, handling and management of materials, lists and related manufacturing reference data commonly referred to as MRL that are necessary for the design, supply and quality control of products; and

WHEREAS, Party B desires to procure certain services, data updates and related deliverables concerning the MRL from Party A under the terms set forth in this Agreement; and

WHEREAS, the parties intend by this Agreement to define the scope, payment, confidentiality, term and other terms that will govern their relationship with respect to the MRL services and deliverables.

SCOPE OF WORK

Party A shall perform the services and deliverables described below in accordance with the standards customarily applicable to similar professional services and as further specified by the parties.

PAYMENT TERMS

Total Compensation: Party B shall pay Party A the total amount of (USD) for the services and deliverables specified in the Scope of Work, subject to the schedule below.

Invoicing: Party A shall submit invoices in sufficient detail to support amounts billed. Invoices shall be due and payable within days of receipt, unless the parties expressly agree otherwise in writing.

Late Payment: Any undisputed amount not paid when due shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law, and Party B shall reimburse Party A for reasonable costs of collection, including attorneys' fees.

TERM AND TERMINATION

Term Commencement Date: .

Term Expiration Date: .

Either party may terminate this Agreement for material breach that remains uncured for a period of days after written notice specifying the breach. Either party may also terminate without cause upon written notice provided at least days prior to the effective date of termination. Termination shall not relieve either party of obligations accrued prior to the effective date of termination.

CONFIDENTIALITY

Each party acknowledges that in performance of this Agreement it may receive Confidential Information of the other party. "Confidential Information" means non-public business, technical and financial information disclosed in connection with this Agreement, whether disclosed orally, in writing or by inspection, and 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.

Non-Disclosure Obligations: Each receiving party shall (a) use the Confidential Information only for the purposes of performing under this Agreement; (b) protect Confidential 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; and (c) not disclose Confidential Information to any third party except to its employees, contractors and advisors who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein.

Confidentiality Term: The obligations of confidentiality shall survive termination or expiration of this Agreement for a period of years, except with respect to trade secrets which shall be protected for as long as they remain trade secrets under applicable law.

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 law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for disputes arising out of or relating to this Agreement.

ENTIRE AGREEMENT; MISCELLANEOUS

This Agreement, including any exhibits and attachments expressly incorporated herein, 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 written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Assignment: Neither party may assign its rights or delegate its obligations under 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.

Indemnification: Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising out of the indemnifying party's gross negligence or willful misconduct in performance of this Agreement.

NOTICES

REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has the corporate power and authority to enter into this Agreement and to perform its obligations hereunder, and that the execution and delivery of this Agreement and the performance of its obligations do not and will not violate any agreement to which it is a party.

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