Product Agreement TWAX

PRODUCT AGREEMENT TWAX

This Product Agreement TWAX (the "Agreement") is entered into as of by and between:

RECITALS

WHEREAS, Provider develops, manufactures or supplies the Product TWAX and has technical expertise and rights necessary to provide such Product and related services; and

WHEREAS, Client desires to procure the Product and related services from Provider pursuant to the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend by this Agreement to set forth the scope, payment terms, confidentiality obligations and other material terms governing the supply, delivery and licensing of the Product TWAX.

SCOPE OF WORK

Provider shall perform the services and deliver the products set forth below in accordance with the specifications, schedule and acceptance criteria agreed by the parties:

PAYMENT TERMS

Client shall pay Provider for the Product and services as follows. All sums are payable in lawful currency of the jurisdiction identified in Governing Law unless otherwise agreed in writing.

Unless otherwise stated, invoices are due within days of invoice receipt. Overdue amounts shall accrue interest at the lesser of (i) per month or (ii) the maximum rate permitted by applicable law. Client shall also be responsible for reasonable collection costs, including attorneys' fees.

TERM AND TERMINATION

This Agreement shall commence on the Start Date and continue until the End Date unless earlier terminated as provided herein.

Start Date:    End Date:

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to termination. Either party may terminate immediately for material breach by the other party if such breach remains uncured for a period of thirty (30) days following written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for Products delivered and services performed prior to termination.

Upon termination or expiration, each party shall promptly return or destroy Confidential Information of the other party in its possession and certify such return or destruction if requested in writing.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other 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 excludes information that: (a) is or becomes generally available to the public without breach of this Agreement; (b) was known to the receiving party prior to disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

The receiving party shall (i) use Confidential Information solely for performance of its obligations under this Agreement; (ii) protect the disclosing party's Confidential Information with at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; and (iii) not disclose Confidential Information to any third party except to its employees, contractors or agents with a need to know who are bound by confidentiality obligations no less protective than those herein. The confidentiality obligations set forth in this section shall survive termination or expiration of this Agreement for a period of months.

INTELLECTUAL PROPERTY

Except as expressly provided in this Agreement, each party retains all right, title and interest in and to its preexisting intellectual property. Provider grants Client a non-exclusive, non-transferable, revocable license to use the Product solely for Client's internal business purposes, subject to payment in full and compliance with this Agreement. Any custom developments, modifications or work product created specifically for Client under this Agreement shall be owned by unless the parties agree in writing otherwise. Provider shall retain the right to use general skills, techniques and knowledge acquired during performance of the work.

WARRANTIES; LIMITATION OF LIABILITY

Provider warrants that the Product will materially conform to the specifications set forth in the Scope of Work for a period of ninety (90) days following delivery. Client's sole and exclusive remedy for breach of this warranty shall be, at Provider's option, repair or replacement of the nonconforming Product or refund of the portion of the purchase price attributable to the nonconforming Product.

EXCEPT FOR THE EXPRESS WARRANTY ABOVE, THE PRODUCT IS PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, DATA OR GOODWILL, ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE. THE AGGREGATE LIABILITY OF PROVIDER ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims, damages, liabilities and reasonable costs (including attorneys' fees) arising from the indemnifying party's breach of this Agreement, negligence or willful misconduct, subject to notification and cooperation requirements.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of without regard to conflict of laws principles. Any dispute arising out of or relating to this Agreement shall be resolved by the state or federal courts located in the chosen jurisdiction, and the parties submit to the exclusive jurisdiction of such courts.

MISCELLANEOUS

Entire Agreement: This Agreement, including any exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, discussions and understandings, whether written or oral.

Amendments: Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

Assignment: Neither party may assign this Agreement or any rights hereunder without the prior written consent of the other party, except that Provider may assign to an affiliate or in connection with a merger, sale of substantially all assets, or change of control.

Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

NOTICES

All notices under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate by notice. Notices are effective upon receipt.

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