OEM Supply Agreement

OEM SUPPLY AGREEMENT

This OEM Supply Agreement ("Agreement") is made as of by and between , entity type: , with principal place of business at (\"OEM\"), and , entity type: , with principal place of business at (\"Supplier\").

RECITALS

WHEREAS, OEM designs, markets and distributes products that incorporate components and assemblies manufactured by third parties; and

WHEREAS, Supplier is engaged in the manufacture and supply of the components and assemblies particularized in this Agreement and has represented that it has the facilities, capacity and quality systems necessary to supply such components in accordance with OEM's specifications; and

WHEREAS, OEM desires to purchase and Supplier desires to manufacture and supply the products described in this Agreement upon the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1 "Products" means the components and assemblies to be manufactured and supplied by Supplier to OEM under this Agreement, as described in Supplier's specifications and OEM's purchase orders and any attached specifications. Primary product description and specifications:

1.2 "Order" means a written purchase order issued by OEM that references this Agreement and specifies the Products, quantities, delivery schedule, price and any other special terms. 1.3 "Specifications" means the written technical drawings, prints, test methods and acceptance criteria supplied by OEM and incorporated into an Order. 1.4 "Confidential Information" has the meaning set forth in Section 9 below.

2. SUPPLY OF PRODUCTS

2.1 Supply Obligation. Subject to the terms of this Agreement, Supplier shall manufacture and supply to OEM, and OEM shall purchase from Supplier, the Products in accordance with the Forecasts and Orders issued hereunder. Supplier shall ensure that Products conform to the Specifications, are free from defects in materials and workmanship and are suitable for the intended purposes identified by OEM.

2.2 Change Control. Any changes to design, materials, process or tooling affecting fit, form or function of the Products shall require prior written approval by OEM. Supplier shall submit change notifications and obtain written acceptance before implementation.

3. FORECASTS, ORDERS AND LEAD TIMES

3.1 Forecasts. OEM shall provide Supplier with rolling forecasts covering months. Forecasts are non-binding but will be used by Supplier for capacity planning.

3.2 Orders and Lead Time. Orders are binding when accepted in writing by Supplier. Supplier represents that standard lead time for the Products is calendar days from receipt of a complete Order, unless otherwise agreed in writing.

4. PRICE AND PAYMENT

4.1 Price. The price for Products shall be the price set forth in each Order or, where not specified, the Supplier's price in effect at the time of Order. All prices are denominated in and are exclusive of taxes unless otherwise stated.

4.2 Payment Terms. OEM shall pay Supplier within days from receipt of an undisputed invoice. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

5. DELIVERY, TITLE AND RISK OF LOSS

5.1 Delivery Terms. Unless otherwise specified in an Order, delivery shall be FOB Supplier's facility and title and risk of loss shall pass to OEM upon delivery to the carrier at Supplier's facility. Delivery location for standard shipments:

5.2 Partial Deliveries. Supplier may make partial deliveries unless otherwise prohibited in the Order. Each delivery shall be accompanied by shipping documents specifying the Order number and quantity shipped.

6. INSPECTION, ACCEPTANCE AND RETURNS

6.1 Inspection and Acceptance. OEM shall inspect Products within thirty (30) days after receipt (or such longer period as specified in an Order). Products not rejected within such period shall be deemed accepted. Rejected Products shall be returned at Supplier's expense and Supplier shall promptly replace or credit such returned Products.

6.2 Non-Conforming Product. Supplier shall, at OEM's election, repair, replace or refund the purchase price for any Product that fails to conform to Specifications or warranty obligations. Supplier shall bear all reasonable costs of removal, transportation and rework or replacement.

7. WARRANTIES

7.1 Supplier Warranty. Supplier warrants that the Products (a) are free from defects in materials and workmanship; (b) conform to the Specifications and applicable law; and (c) are merchantable and fit for the intended purpose disclosed by OEM. The warranty period is months from the date of delivery.

7.2 Exclusive Remedy. The remedies set forth in Section 6 and in this Section 7 constitute OEM's exclusive remedies for breach of the foregoing warranties, except where such remedies would be inadequate at law.

8. INTELLECTUAL PROPERTY

8.1 Ownership. OEM retains all right, title and interest in and to OEM's designs, trademarks, trade dress, and any specifications provided to Supplier. Supplier shall not acquire any rights therein except the limited license to manufacture Products for OEM pursuant to Orders.

8.2 Infringement Indemnity. Supplier shall indemnify, defend and hold OEM harmless from and against all claims, damages, costs and expenses arising out of any allegation that the manufacture or supply of the Products by Supplier infringes a third party's intellectual property rights, provided OEM gives prompt written notice and reasonable cooperation.

9. CONFIDENTIALITY

9.1 Confidential Information. "Confidential Information" means non-public business, technical or financial information disclosed by either party in connection with this Agreement. Each party shall keep Confidential Information in strict confidence and shall not use or disclose it except as necessary to perform this Agreement or as required by law.

9.2 Permitted Disclosures. Confidential Information may be disclosed to employees, contractors and agents who have a need to know and who are bound to confidentiality obligations no less protective than those in this Agreement.

10. INDEMNIFICATION

10.1 Supplier Indemnity. Supplier shall indemnify, defend and hold OEM and its affiliates and their respective officers, directors and employees harmless from and against any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising from Supplier's breach of this Agreement, negligent acts or omissions, wilful misconduct, or the presence of a defect in the Products.

10.2 OEM Indemnity. OEM shall indemnify Supplier to the extent any claim arises from OEM's misuse of the Products, OEM's designs or instructions that cause infringement or third-party claims, provided Supplier provides prompt written notice and cooperates in defense.

11. LIMITATION OF LIABILITY

Except for liability arising from wilful misconduct, gross negligence, personal injury or death, or indemnification obligations for intellectual property infringement, in no event shall either party be liable for consequential, incidental, punitive or special damages. The aggregate liability of either party for claims arising under or in connection with this Agreement shall not exceed the total amount paid by OEM to Supplier under the twelve (12) month period preceding the event giving rise to the claim.

12. INSURANCE

Supplier shall maintain commercial general liability, product liability and other insurance customary in the industry with limits sufficient to cover its liabilities under this Agreement and shall provide certificates of insurance upon OEM's request.

13. TERM AND TERMINATION

13.1 Term. This Agreement commences on the Effective Date and shall continue for a period of years, unless earlier terminated in accordance with this Agreement. Thereafter it shall renew automatically for successive one-year terms unless either party provides written notice of non-renewal at least 90 days prior to the end of the then-current term.

13.2 Termination for Cause. Either party may terminate this Agreement for material breach by the other party if such breach remains uncured thirty (30) days after written notice, or immediately upon insolvency, bankruptcy or appointment of a receiver for the other party.

14. FORCE MAJEURE

Neither party shall be liable for delay or failure to perform to the extent such delay or failure arises from causes beyond its reasonable control, including acts of God, natural disasters, labor disputes, governmental actions, shortages of materials, or transportation delays. The affected party shall give prompt notice and use reasonable efforts to resume performance.

15. NOTICES

OEM Notice Address

Supplier Notice Address

All notices required or permitted hereunder shall be in writing and delivered to the notice addresses above by certified mail, overnight courier or hand delivery and shall be deemed given upon receipt.

16. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to conflict of laws principles. This Agreement, together with Orders and attachments expressly incorporated herein, constitutes the entire agreement between the parties concerning its subject matter and supersedes all prior agreements and understandings. If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

17. AMENDMENT, WAIVER, COUNTERPARTS, ASSIGNMENT

No amendment to this Agreement shall be effective unless in writing and signed by authorized representatives of both parties. No waiver shall be effective unless in writing. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Neither party may assign this Agreement without the prior written consent of the other, except that OEM may assign to an affiliate or to a successor by merger or sale of substantially all assets.

18. MISCELLANEOUS PROVISIONS

The parties acknowledge that Supplier shall maintain quality records, inspection reports and production records reasonably required by OEM, and shall permit OEM or its designee reasonable access to Supplier's facilities for inspection upon reasonable notice. Supplier shall comply with OEM's applicable codes of conduct related to ethical business conduct and lawful employment practices where provided in writing.

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