Miscellaneous Parka Template

MISCELLANEOUS PARKA TEMPLATE

Parties

This Agreement is entered into between:

Recitals

WHEREAS, Client desires to procure a specified quantity of insulated parkas for distribution, resale, or use in connection with Client's operations; and

WHEREAS, Supplier represents that it is engaged in the manufacture, supply and sale of outerwear and has the capacity to deliver parkas in accordance with the specifications set forth in this Agreement; and

WHEREAS, the parties wish to set forth their respective rights and obligations regarding the supply, payment, delivery and confidentiality of information exchanged in connection with the parkas.

Scope of Work

Supplier shall supply and, if applicable, manufacture and deliver the parkas in accordance with the specifications, quantities and schedule set forth below. Final specifications and samples approved in writing by Client shall control.

Payment Terms

Client shall pay Supplier the Total Contract Amount in accordance with the schedule below. All payments shall be made in U.S. dollars unless otherwise agreed in writing. Supplier shall issue invoices that reference this Agreement and applicable delivery milestones.

Any undisputed amount not paid within 30 days after the invoice due date shall accrue interest at the rate of , compounded monthly, or the maximum rate permitted by law, whichever is lower. Supplier may suspend deliveries for overdue accounts after providing written notice.

Taxes: Client shall be responsible for all sales, use or similar taxes arising from the transaction unless Supplier is provided with a valid exemption certificate. Shipping, insurance and customs duties, if any, are the responsibility of as indicated above.

Term and Termination

This Agreement commences on the Start Date and terminates on the End Date unless earlier terminated under this Section or renewed in writing by the parties.

Start Date:     End Date:

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within the notice period specified above. Termination for convenience by Client requires payment of all amounts due for work performed and non-cancellable costs reasonably incurred by Supplier.

Confidentiality

Each party (the "Recipient") shall hold in confidence all non-public information disclosed by the other party (the "Discloser") that is marked confidential or that a reasonable person would understand to be confidential, and shall not use such information except to perform its obligations under this Agreement.

Confidential information does not include information that: (a) is or becomes publicly available through no fault of Recipient; (b) was rightfully in Recipient's possession prior to disclosure; (c) is rightfully received by Recipient from a third party without duty of confidentiality; or (d) is independently developed by Recipient without use of Discloser's confidential information.

Confidentiality Period: years following the termination or expiration of this Agreement.

Acknowledgement: Supplier and Client acknowledge their obligations under this Confidentiality section and agree that injunctive relief may be sought for breach.

Warranties and Remedies

Supplier warrants that the parkas shall conform to the specifications and be free from material defects in workmanship and materials for a period of months from delivery. Supplier's sole obligation under this warranty is, at Supplier's option, repair or replacement of nonconforming parkas or refund of the purchase price for such parkas. The foregoing warranty does not cover damage due to misuse, alteration, neglect or normal wear and tear.

Limitation of Liability

Except for liability arising from willful misconduct, gross negligence or Supplier's breach of confidentiality, neither party shall be liable to the other for consequential, incidental, punitive or special damages, and each party's aggregate liability arising out of this Agreement shall not exceed the Total Contract Amount paid by Client to Supplier under this Agreement.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. Exclusive venue for any dispute arising hereunder shall be the state or federal courts of that State.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as a party provides in writing.

Entire Agreement

This Agreement, including any exhibits and written statements of work expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. Any amendment must be in writing and signed by authorized representatives of both parties.

Miscellaneous

Neither party may assign this Agreement without the prior written consent of the other, except that Supplier may assign to an affiliate or successor in interest. The headings in this Agreement are for convenience only and shall not affect interpretation.

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