Miscellaneous Outer Box

MISCELLANEOUS OUTER BOX AGREEMENT

Parties

This Agreement is made between Client Name: , located at Address: , and Manufacturer Name: , located at Address: .

Recitals

WHEREAS, Client requires custom outer boxes for packaging, transport and storage of Client goods and seeks to procure design, manufacture and delivery of such outer boxes on the terms set forth in this Agreement;

WHEREAS, Manufacturer has experience, capacity and facilities to produce outer boxes to the specifications and quantities described in this Agreement and agrees to manufacture and deliver such outer boxes in accordance with the specifications, schedule and quality standards set forth herein;

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

Scope of Work

Manufacturer shall design, fabricate, and deliver outer boxes meeting the specifications, dimensions, materials and markings required by Client. Work shall include prototype approval, production, quality inspection, packaging and delivery as described below and in any attachments incorporated by reference.

Delivery and Acceptance

Delivery Location:

Delivery Schedule: First shipment on or about with subsequent shipments per confirmed schedule. Title and risk of loss pass to Client upon delivery and acceptance at Delivery Location after inspection.

Inspection: Client shall inspect delivered outer boxes within days of receipt and shall provide written notice of rejection for nonconforming goods. Failure to provide timely written notice constitutes acceptance.

Payment Terms

Contract Price: Client shall pay Manufacturer a total amount of for the goods and services described herein, subject to adjustments for authorized changes.

Payment Schedule: A deposit of is due upon execution. Balance of is due net days from invoice date or upon acceptance, whichever occurs later.

Late Payment: Any unpaid amount shall accrue interest at (or the maximum lawful rate if less). Client shall also reimburse Manufacturer for collection costs and reasonable attorneys' fees incurred in enforcing payment.

Term and Termination

Term: This Agreement commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this Agreement.

Termination for Convenience: Either party may terminate this Agreement for convenience upon providing days' prior written notice to the other party. Termination shall be effective on the date specified in the notice.

Termination for Cause: Either party may terminate for material breach if the breaching party fails to cure such breach within days following written notice.

Upon termination, Client shall pay Manufacturer for goods completed and services performed through the effective date of termination and for reasonable demobilization costs approved in writing.

Confidentiality

Each party shall keep confidential all proprietary or non-public information disclosed by the other party in connection with this Agreement ("Confidential Information") and shall not disclose such information except to its employees, agents or subcontractors who have a need to know and who are bound to confidentiality obligations no less protective than those contained herein. Confidential Information does not include information that is or becomes publicly available through no fault of the receiving party, is rightfully received from a third party without restriction, or is independently developed without use of the disclosing party's Confidential Information.

The confidentiality obligations shall survive termination of this Agreement for a period of years.

Limitation of Liability and Indemnity

Manufacturer's liability for direct damages arising out of this Agreement shall be limited to the contract price paid by Client for the specific goods giving rise to the claim. Neither party shall be liable for incidental, consequential, special or punitive damages except to the extent resulting from willful misconduct or gross negligence. Each party agrees to indemnify and hold harmless the other party from third-party claims arising from its negligence or willful misconduct in performance of this Agreement.

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 choice-of-law rules. Any dispute arising under this Agreement shall be resolved by binding arbitration or litigation as agreed by the parties in writing.

Entire Agreement; Amendments

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

Miscellaneous Provisions

Assignment: Neither party may assign this Agreement without the prior written consent of the other, except that Manufacturer may assign to an affiliate or in connection with a sale of substantially all of its assets.

Subcontracting: Manufacturer may subcontract portions of the work provided it remains responsible for performance and compliance with this Agreement.

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