Oil Mixture Agreement

OIL MIXTURE AGREEMENT

This Oil Mixture Agreement (the "Agreement") is entered into as of by and between:

WHEREAS

WHEREAS, Supplier is engaged in the formulation, blending and supply of lubricants, base oils and related oil mixtures and has the facilities, personnel and expertise necessary to create specified oil mixtures in accordance with industry standards; and

WHEREAS, Purchaser desires to purchase certain oil mixtures from Supplier under the terms set forth herein and Supplier is willing to manufacture, blend and supply such oil mixtures to Purchaser in accordance with the terms and specifications contained in this Agreement.

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

SCOPE OF WORK

Supplier shall prepare, blend and deliver oil mixture(s) conforming to the specifications and quantities described below. Supplier shall perform mixing, sampling, quality control and packaging as required to meet the agreed specifications.

PAYMENT TERMS

Purchaser shall pay Supplier for supplied oil mixtures as follows:

All payments are due in cleared funds within the time frame set forth above. Purchaser shall be responsible for any collection costs and reasonable attorneys' fees incurred by Supplier in enforcing payment.

TERM AND TERMINATION

This Agreement shall commence on and shall continue in effect until unless earlier terminated in accordance with this Agreement.

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 following written notice. Supplier may suspend performance and withhold deliveries for nonpayment without waiving remedies.

CONFIDENTIALITY

Each party (the "Receiving Party") shall keep confidential all technical, commercial and financial information disclosed by the other party (the "Disclosing Party") that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Confidential Information shall not include information which: (a) is or becomes generally available to the public other than through a breach of this Agreement; (b) was lawfully in the Receiving Party's possession prior to disclosure; or (c) is rightfully obtained by the Receiving Party from a third party without restriction.

The Receiving Party shall protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care. Disclosure is permitted to employees, contractors and professional advisors on a need-to-know basis provided those recipients are bound by confidentiality obligations no less protective than those set forth herein. The obligations of confidentiality shall survive termination of this Agreement for a period of five (5) years, except with respect to trade secrets, which shall remain confidential for as long as they qualify as trade secrets under applicable law.

INSPECTION, WARRANTIES AND LIMITATIONS

Supplier warrants that, at the time of delivery, the oil mixtures will materially conform to the specifications set forth in the Scope of Work. THE FOREGOING WARRANTIES ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, EXCEPT WHERE SUCH DISCLAIMERS ARE PROHIBITED BY LAW.

Purchaser shall inspect delivered goods within a commercially reasonable period and shall notify Supplier in writing of any nonconforming goods. Supplier's sole obligation for nonconforming goods, and Purchaser's exclusive remedy, shall be repair or replacement of the nonconforming goods or, at Supplier's option, refund of the purchase price for such goods.

INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party from and against third party claims arising out of the indemnifying party's gross negligence or willful misconduct in connection with performance under this Agreement. This indemnity does not apply to the extent that a claim results from the other party's negligence.

HAZARDOUS MATERIALS

Supplier represents that the oil mixtures supplied will be accompanied by any applicable safety data sheets and labeling required by law. Purchaser acknowledges responsibility for safe handling, storage and disposal consistent with such safety data sheets and applicable law.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of without regard to conflict of law principles.

ENTIRE AGREEMENT

This Agreement, including any attachments and purchase specifications expressly incorporated by reference, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. No amendment, modification or waiver shall be effective unless in writing and signed by both parties.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other party, except that Supplier may assign to an affiliate or successor in connection with a sale of substantially all its assets.

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