OEM Supply Contract

OEM SUPPLY CONTRACT

This OEM Supply Contract (the "Contract") is made and entered into as of Effective Date: by and between Manufacturer: , an entity organized as Corporation LLC Other, with principal place of business at ; and Supplier: , an entity organized as Corporation LLC Other, with principal place of business at .

RECITALS

WHEREAS, Manufacturer designs, markets and distributes products for sale to end customers and requires certain components, subassemblies, or finished goods to be supplied by Supplier for incorporation into Manufacturer's products (the "Products"); and

WHEREAS, Supplier is engaged in the business of manufacturing and supplying the Products described in this Contract and represents that it has the capacity, quality systems, and authorizations necessary to supply such Products in accordance with the specifications and schedules set forth herein; and

WHEREAS, the parties desire to set forth the terms and conditions under which Supplier will manufacture and supply, and Manufacturer will purchase and accept, the Products.

NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the parties agree as follows:

1. DEFINITIONS

1.1 "Products" means the component(s) and/or finished goods described in the Product Specifications attached or referenced in Section 2. Product Specifications for each Product supplied under this Contract will be as agreed in writing and shall include drawings, materials, tolerances and testing requirements.

1.2 "Order" means a written purchase order issued by Manufacturer specifying quantity, delivery schedule, price and other particulars for Products to be delivered hereunder.

2. SUPPLY OF PRODUCTS; SPECIFICATIONS

2.1 Supplier shall manufacture and supply to Manufacturer, and Manufacturer shall purchase from Supplier, the Products described in the Product Specifications. The parties shall record Product-specific requirements in writing. Product description and specifications (including any revisions) are as follows:

2.2 Supplier shall manufacture Products in accordance with good industry practice and the quality standards specified by Manufacturer. Supplier shall permit Manufacturer to audit Supplier's facilities and records relevant to Products upon reasonable prior notice and subject to confidentiality obligations in Section 9.

3. ORDERS, FORECASTS, AND SCHEDULING

3.1 Manufacturer will provide Supplier with a rolling forecast of anticipated requirements for the Products. Forecasts are non-binding except to the extent set forth in confirmed Orders. Forecast period:

3.2 Manufacturer shall submit Orders to Supplier in writing. Each Order shall specify Product, quantity, delivery date and shipping instructions. Supplier shall acknowledge each Order in writing within business days of receipt. Failure to timely acknowledge shall be deemed a rejection of the Order.

4. PRICE, INVOICING, AND PAYMENT

4.1 Prices for Products shall be set forth in each Order or in a Price Schedule agreed in writing. Prices are exclusive of applicable taxes, duties and freight unless otherwise stated. Pricing basis or reference:

4.2 Supplier shall invoice Manufacturer upon shipment or as otherwise agreed. Payments are due within days from the date of a correct invoice, subject to Manufacturer's rights of inspection and rejection under Section 6. Late payments shall accrue interest at a rate of .

5. DELIVERY; TITLE; RISK OF LOSS

5.1 Delivery terms shall be as specified in each Order. Unless otherwise agreed, delivery shall be FOB Supplier's facility. Title and risk of loss shall pass to Manufacturer upon delivery to the carrier at the Supplier's shipping point or as otherwise agreed in writing.

5.2 Supplier shall package Products to prevent damage during transportation and shall mark each shipment with Manufacturer's part numbers and Order references.

6. INSPECTION, ACCEPTANCE AND RETURNS

6.1 Manufacturer may inspect Products upon receipt. Manufacturer shall notify Supplier of any nonconforming Products within business days of receipt, specifying the nonconformance. If Supplier disputes a rejection, parties shall cooperate to investigate.

6.2 For nonconforming Products, Supplier shall, at Manufacturer's election, repair or replace the Products at Supplier's expense or refund the purchase price and accept return shipment. Supplier shall bear the reasonable shipping and handling costs for returns of nonconforming Products.

7. WARRANTIES

7.1 Supplier warrants that the Products (a) conform to the applicable Product Specifications, samples and documentation; (b) are free from defects in materials and workmanship; and (c) are merchantable and fit for the intended purposes disclosed by Manufacturer. Warranty period (months): .

7.2 The foregoing warranties are in addition to any statutory warranties and are exclusive of all other warranties, express or implied, unless otherwise agreed in writing.

8. INTELLECTUAL PROPERTY

8.1 Supplier acknowledges that any designs, drawings, tooling, specifications, or other confidential information supplied by Manufacturer remain Manufacturer's sole property. Supplier shall not use Manufacturer's intellectual property except to manufacture Products for Manufacturer under this Contract.

8.2 Supplier shall indemnify and hold Manufacturer harmless from third-party claims alleging that Products manufactured in accordance with Manufacturer's specifications infringe any patent, copyright or trade secret, provided Manufacturer promptly notifies Supplier of any claim and allows Supplier to control the defense and settlement thereof.

9. CONFIDENTIALITY

9.1 Each party shall keep confidential and not disclose to any third party any proprietary information received from the other party in connection with this Contract. Confidential information excludes information that is publicly available without breach of this Contract or independently developed by the receiving party.

9.2 The receiving party shall use the same degree of care to protect confidential information as it uses to protect its own confidential information, but in no event less than reasonable care.

10. TERM AND TERMINATION

10.1 This Contract commences on the Effective Date and continues for an initial term of months, unless earlier terminated as provided herein. Thereafter it shall automatically renew for successive one-year periods unless either party gives written notice of non-renewal at least days prior to the end of the then-current term.

10.2 Either party may terminate this Contract for material breach by the other party if the breaching party fails to cure the breach within days after written notice. Manufacturer may terminate immediately for Supplier's insolvency, cessation of business or assignment for the benefit of creditors.

11. INDEMNIFICATION

11.1 Supplier shall indemnify, defend and hold harmless Manufacturer and its affiliates, officers and employees from and against any claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of: (a) Supplier's breach of this Contract; (b) supplier negligence or willful misconduct; or (c) claims that Products supplied hereunder infringe third-party intellectual property rights, except to the extent such claim results from Manufacturer's designs or specifications.

12. LIMITATION OF LIABILITY

12.1 Except for liability arising from (a) willful misconduct, (b) indemnification obligations for third-party intellectual property claims, or (c) personal injury or death caused by negligence, neither party shall be liable to the other for incidental, consequential, special or punitive damages, and aggregate direct damages shall be limited to the greater of amounts paid under this Contract in the preceding twelve (12) months or .

13. INSURANCE

Supplier shall maintain commercial general liability insurance, product liability insurance and other coverages customary for suppliers of similar goods. Minimum limits and additional insured requirements shall be as reasonably required by Manufacturer and set forth in an addendum or Order.

14. COMPLIANCE WITH LAWS

Supplier shall comply with all applicable laws, rules and regulations in the manufacture, packaging, labeling, storage and shipment of the Products, including export controls, environmental and labor laws. Supplier represents that it will not use conflict materials in Products in violation of applicable law.

15. NOTICES

All notices, consents and other communications required or permitted under this Contract shall be in writing and delivered to the addresses below by hand, certified mail, or nationally recognized overnight courier, and shall be effective upon receipt.

16. AMENDMENT; WAIVER; ASSIGNMENT

This Contract may be amended only by a written instrument executed by authorized representatives of both parties. No waiver of any term or breach shall be effective unless in writing and signed by the waiving party. Neither party may assign this Contract without the prior written consent of the other, except to an affiliate or in connection with a sale of substantially all assets or merger.

17. GOVERNING LAW

This Contract shall be governed by and construed in accordance with the laws of the state of , without regard to its conflicts of law principles.

18. ENTIRE AGREEMENT

This Contract, together with all Orders and documents incorporated by reference, constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior understandings, negotiations and agreements, whether written or oral.

19. SEVERABILITY

If any provision of this Contract is held to be invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the remainder of this Contract, which shall remain in full force and effect.

20. COUNTERPARTS

This Contract may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Electronic signatures or signatures transmitted by facsimile or electronic image shall be deemed originals for all purposes.

21. MISCELLANEOUS

The parties acknowledge that each has had the opportunity to consult with counsel and that any rule that ambiguities are to be resolved against the drafter shall not apply. Headings are for convenience only and do not affect interpretation.

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