Product Acceptance Agreement

PRODUCT ACCEPTANCE AGREEMENT

This Product Acceptance Agreement (the "Agreement") is entered into on by and between:

RECITALS

WHEREAS, Client desires to procure certain products described herein and Supplier is engaged in the manufacture, supply and delivery of such products pursuant to purchase order number issued on ; and

WHEREAS, the parties intend to set forth the procedures and criteria by which the Client will inspect, test and accept the delivered product(s), and the respective remedies available if product(s) fail to meet accepted criteria;

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

SCOPE OF WORK AND PRODUCTS

Supplier shall deliver the product(s) described below and perform acceptance testing in accordance with the acceptance criteria set forth in this Agreement. Product details:

ACCEPTANCE PROCEDURE

1. Inspection and Testing: Client shall have calendar days from delivery to conduct inspection and acceptance testing (the "Inspection Period"). Client shall notify Supplier of acceptance or rejection in writing within the Inspection Period.

2. Acceptance Criteria: Acceptance requires Supplier to demonstrate that each product conforms to the specifications identified in the Scope of Work, is free from material defects, and passes the functional tests described in the Scope of Work. Any deviation that materially impairs intended use shall be a basis for rejection.

3. Deemed Acceptance: If Client fails to provide written notice of rejection within the Inspection Period, the product(s) shall be deemed accepted on the first business day following the expiration of the Inspection Period.

REMEDIES FOR NON-CONFORMING PRODUCT

If Client rejects delivered product(s) during the Inspection Period due to non-conformance, Supplier shall, at Client's election, and at Supplier's expense: (a) repair or replace the non-conforming product(s) within a commercially reasonable time; or (b) refund the purchase price attributable to such product(s). Rejection shall not relieve Supplier of liability for consequential damages resulting from Supplier's willful misconduct or gross negligence.

PAYMENT TERMS

Total Purchase Price: $

Late Payment: Amounts not paid when due shall accrue interest at the lesser of (a) percent per month, or (b) the maximum rate permitted by applicable law. Client shall be responsible for reasonable collection costs and attorneys' fees incurred by Supplier in collecting overdue amounts.

TERM AND TERMINATION

Term: This Agreement commences on the Start Date and continues until completion of Supplier's obligations and final acceptance by Client, unless earlier terminated as provided below.

Start Date: End Date:

Termination for Convenience: Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Termination shall not relieve Client of obligation to pay for product(s) accepted prior to the effective date of termination.

Termination for Cause: Either party may terminate for material breach if the breaching party fails to remedy the breach within thirty (30) days after receipt of written notice specifying the breach.

CONFIDENTIALITY

Each party shall hold confidential and not disclose to any third party any non-public technical, commercial or business information disclosed by the other party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information ("Confidential Information"). Confidential Information does not include information that: (a) is or becomes generally known through no fault of the receiving party; (b) was rightfully in the receiving party's possession without restriction prior to disclosure; or (c) is independently developed by the receiving party.

The receiving party shall use Confidential Information only to perform its obligations under this Agreement and shall exercise at least 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.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties shall attempt to resolve disputes in good faith through negotiation; if unresolved within thirty (30) days, disputes shall be resolved by binding arbitration conducted in the county of the Client's principal place of business unless the parties agree otherwise.

LIMITATION OF LIABILITY

Except for breaches of confidentiality, willful misconduct, or gross negligence, neither party shall be liable to the other for special, incidental, indirect or consequential damages, including loss of profits, even if advised of the possibility of such damages. The aggregate liability of either party for claims arising out of or relating to this Agreement shall not exceed the total amounts paid to Supplier under this Agreement.

ENTIRE AGREEMENT

This Agreement, together with any documents expressly incorporated by reference herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral. Any amendment or modification to this Agreement must be in writing and executed by authorized representatives of both parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and sent to the addresses set forth above or to such other address as a party may designate by written notice. Notices shall be deemed given upon personal delivery, confirmed delivery by courier, or three (3) days after deposit in the U.S. mail, first-class postage prepaid.

ADDITIONAL PROVISIONS

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