Product Binding Agreement

PRODUCT BINDING AGREEMENT

Parties

Recitals

WHEREAS, Supplier develops and supplies the products described in this Agreement and possesses technical specifications, tooling and quality control processes necessary to bind and prepare such products for distribution; and

WHEREAS, Client desires to engage Supplier to bind, assemble, and deliver the Product(s) pursuant to the terms and conditions set forth herein, and Supplier is willing to perform such services in accordance with those terms.

WHEREAS, the parties agree that certain commercial and technical information will be exchanged and protected as confidential as provided below.

Scope of Work

Supplier shall bind, assemble, finish, and prepare the Product(s) described below in accordance with the specifications, quality standards, and delivery schedule mutually agreed and set out in the scope section. All work shall conform to industry standard practices and any specific written instructions provided by Client.

Payment Terms

Client shall pay Supplier the fees for binding and related services as set forth below. All payments are exclusive of applicable taxes which shall be the responsibility of the party as required by law.

Unless otherwise stated in the payment schedule, invoices are due within days of invoice receipt. Late payments shall accrue interest at the rate of , compounded monthly, or the highest rate permitted by law, whichever is less.

Term and Termination

This Agreement shall commence on the Effective Date set forth below and continue until the Term End Date, unless earlier terminated in accordance with this Section.

Effective Date: ,

Term End Date: , .

Either party may terminate this Agreement for material breach by the other party if such breach is not cured within days following written notice. Either party may terminate for convenience upon written notice of days, subject to payment for work performed through the effective date of termination.

Confidentiality

Each party agrees that Confidential Information disclosed by the other party shall be used only for performance under this Agreement. Confidential Information shall mean non-public business, technical, pricing, formulation, tooling, vendor and customer information disclosed in connection with this Agreement. Confidential Information does not include information that is (a) publicly known through no fault of the receiving party, (b) rightfully received from a third party without restriction, or (c) independently developed without use of the disclosing party's Confidential Information.

The receiving party shall protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. Upon termination or expiration of this Agreement, the receiving party shall promptly return or certify destruction of Confidential Information, except to the extent retention is required by law, regulatory obligation, or reasonable archival back-up systems.

Both parties acknowledge and agree to be bound by the confidentiality obligations above.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the state selected below, without regard to its conflict of laws principles. The parties shall first attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation between senior representatives. If unresolved within 30 days, disputes shall be resolved by binding arbitration in the selected jurisdiction, provided that either party may seek equitable relief in a court of competent jurisdiction to prevent irreparable harm.

Warranties; Limitation of Liability

Supplier warrants that the binding services will be performed in a professional manner consistent with industry standards and in conformity with the specifications set forth in the Scope of Work. EXCEPT FOR THE FOREGOING WARRANTY, SUPPLIER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Except for willful misconduct or gross negligence, neither party shall be liable to the other for incidental, consequential, special, or punitive damages. The aggregate liability of either party for any claim arising out of or related to this Agreement shall not exceed the amounts paid by Client to Supplier under this Agreement during the twelve (12) months preceding the event giving rise to the claim.

Entire Agreement; Amendments

This Agreement, including any attached exhibits and written scopes of work signed by authorized representatives of both parties, constitutes the entire agreement between the parties with respect to the subject matter herein and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of 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 its rights or obligations under this Agreement without the prior written consent of the other party, except that Supplier may assign to an affiliate or in connection with a sale of substantially all of its assets.

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