Multi-Use Can Template

Multi-Use Can Template

Parties

This Agreement is entered into between:

Recitals

WHEREAS, Manufacturer is engaged in the design, manufacture and supply of multi-use canisters and related packaging components, including but not limited to metal and composite cans intended for repeated use and reconditioning;

WHEREAS, Client desires to purchase from Manufacturer and Manufacturer agrees to produce and supply multi-use cans in accordance with the specifications, quality standards and schedules set forth in this Agreement;

WHEREAS, the parties intend to set forth their respective rights and obligations with respect to production, delivery, payment, confidentiality and term of the commercial relationship.

Scope of Work

Manufacturer shall design, manufacture, test and deliver multi-use cans consistent with the mutually agreed technical specifications, sample approvals and applicable regulatory standards. The work shall include tooling, production, quality inspection, marking, packaging and shipping as described below.

Key production obligations include: adherence to material specification, dimensional tolerances, testing protocol, and issuance of a certificate of conformity with each shipment. Manufacturer will provide prototypes and samples for Client approval prior to full production runs.

Payment Terms

In consideration for the products and services provided under this Agreement, Client shall pay Manufacturer the amounts and according to the schedule set forth below.

Unless otherwise agreed in writing, payments are due in accordance with the schedule above. Amounts not paid when due shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law, and Client shall be responsible for reasonable collection costs, including attorneys' fees.

Delivery and Acceptance

Delivery terms shall be FCA Manufacturer's plant unless otherwise agreed. Client shall inspect shipments promptly and may reject nonconforming products within a reasonable inspection period. Rejected goods shall be returned at Manufacturer's cost and Manufacturer shall, at its option, repair or replace such goods or refund amounts paid for such goods.

Term and Termination

This Agreement commences on the Effective Date and continues until the End Date unless earlier terminated in accordance with this Section.

Effective Date:     End Date:

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within days after receipt of written notice. Either party may also terminate without cause upon days' prior written notice to the other party.

Confidentiality

For purposes of this Agreement, "Confidential Information" means non-public business, technical and financial information disclosed by a disclosing party to the receiving party, whether disclosed in writing, orally or by inspection. Confidential Information does not include information that: (a) is or becomes generally available to the public other than through a breach of this Agreement; (b) was in the receiving party's possession prior to disclosure; or (c) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

The receiving party shall: (i) maintain the confidentiality of Confidential Information with at least the same degree of care it uses to protect its own confidential information (but no less than reasonable care); (ii) use Confidential Information solely for the performance of this Agreement; and (iii) not disclose Confidential Information to third parties except to its employees, agents or contractors on a need-to-know basis who are bound by confidentiality obligations no less protective than those herein. Confidentiality obligations shall continue for a period of years following termination or expiration of this Agreement, or for as long as required by law to protect trade secrets, whichever is longer.

Representations; Indemnification; Liability

Each party represents that it has full power and authority to enter into this Agreement. Manufacturer represents that products delivered hereunder will conform to the agreed specifications and will be free from material defects in materials and workmanship for a period of days from delivery.

Each party shall indemnify and hold harmless the other party from and against claims, liabilities, losses, damages and expenses arising from its negligent acts or willful misconduct in connection with performance under this Agreement. Except for breaches of confidentiality, gross negligence, or willful misconduct, neither party shall be liable to the other for consequential, special, incidental or punitive damages.

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 laws principles. The parties shall attempt in good faith to resolve disputes amicably; if unresolved, disputes shall be resolved by binding arbitration in the county of the Manufacturer's principal place of business, conducted in the English language, with an award that may be entered in any court of competent jurisdiction.

Entire Agreement; Amendments

This Agreement, including all exhibits and schedules attached hereto and any written purchase orders incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations and understandings, whether written or oral. No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by duly authorized representatives of both parties.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above by certified mail, overnight courier or other nationally recognized delivery service, and shall be deemed given upon receipt.

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