Miscellaneous TDS and SPQ Document

MISCELLANEOUS TDS AND SPQ DOCUMENT

This Miscellaneous TDS and SPQ Document (the Agreement) is made by and between Client Name: and Supplier Name: . The parties agree as follows:

WHEREAS

WHEREAS, Supplier has prepared and will deliver a Technical Data Sheet ("TDS") and a Supplier Product Qualification ("SPQ") documenting material specifications, test results, and safety information for the product identified as Product Name: ;

WHEREAS, Client requires the TDS and SPQ for evaluation, procurement, and regulatory compliance purposes and Supplier represents that the TDS and SPQ accurately reflect the Supplier's product specifications and test data as of the Delivery Date: Delivery Date: .

WHEREAS, the parties desire to set forth the scope, payment, confidentiality, and acceptance terms governing the provision and use of the TDS and SPQ.

SCOPE OF WORK

DELIVERABLES AND ACCEPTANCE

Supplier will deliver the TDS and SPQ and any associated reports and certificates (collectively, Deliverables) to Client according to the schedule below. Client shall review Deliverables within Review Period (days): days of receipt and shall provide written acceptance or a detailed non-conformance notice.

PAYMENT TERMS

Client shall pay Supplier the Fees described below. All amounts are exclusive of taxes unless otherwise stated.

TERM AND TERMINATION

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

Either party may terminate for convenience upon Prior Notice: days' prior written notice. Either party may terminate immediately for material breach if the breach is not cured within Cure Period: days after written notice.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other relating to TDS, SPQ, technical data, test results, formulas, pricing, and business processes. Receiving party shall maintain Confidential Information in strict confidence, shall not disclose it to third parties except to employees, contractors, or advisors who have a need to know and are bound by confidentiality obligations at least as restrictive as this Agreement, and shall use it only for performance under this Agreement.

Confidential obligations do not apply to information that: (a) is or becomes public through no breach by receiving party; (b) was lawfully in receiving party's possession prior to disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed without use of Confidential Information.

REPRESENTATIONS, WARRANTIES AND LIABILITY

Supplier represents and warrants that, to the best of Supplier's knowledge, the TDS and SPQ are accurate and prepared with reasonable care based on tests and data available on the Delivery Date. Supplier does not warrant results from Client's use of the product beyond the documented specifications. Each party's liability for direct damages arising from breach shall be limited to the total fees paid under this Agreement with respect to the Deliverables at issue. Neither party shall be liable for indirect, incidental, special, or consequential damages except for liability arising from willful misconduct or gross negligence.

COMPLIANCE AND INDEMNITY

Supplier shall ensure that the TDS and SPQ and the manufacture and supply of the product comply with applicable laws, regulations, and industry standards. Supplier shall indemnify and hold harmless Client from third-party claims to the extent such claims arise from Supplier's breach of representation, willful misstatement in the TDS or SPQ, or noncompliance with applicable legal requirements.

NOTICES

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by the laws of the State of without regard to conflict of law principles. The parties shall first attempt to resolve disputes through good faith negotiation. If unresolved within 30 days, disputes shall be resolved in the courts located in the chosen jurisdiction.

ENTIRE AGREEMENT

This Agreement, including any referenced TDS and SPQ and attachments, constitutes the entire agreement between the parties regarding the subject matter herein and supersedes all prior and contemporaneous agreements, representations, and understandings, whether written or oral. Any amendment must be in writing and signed by authorized representatives of both parties.

ADDITIONAL PROVISIONS

Supplier certifies that the TDS and SPQ have been delivered to Client and reflect the Supplier's current data as of the Delivery Date.

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