Product Tempering Agreement

PRODUCT TEMPERING AGREEMENT

This Product Tempering Agreement (the Agreement) is entered into as of Effective Date: by and between Client Name: ("Client") and Processor Name: ("Processor"). Client and Processor are each a Party and collectively the Parties.

WHEREAS

WHEREAS, Client designs, manufactures and/or distributes the product(s) described in this Agreement and desires that Processor perform tempering services to alter mechanical, physical, or chemical properties in accordance with Client specifications; and

WHEREAS, Processor represents that it is experienced and equipped to perform tempering services in accordance with industry standards and the specifications set forth in this Agreement, and agrees to perform such services under the terms and conditions below; and

WHEREAS, the Parties desire to set forth the scope, payment, confidentiality, risk allocation and other material terms governing the provision of tempering services.

SCOPE OF WORK

Target temperature:    Hold time:    Cooling rate:

Equipment and process reference:    Sampling frequency:

ACCEPTANCE AND QUALITY CONTROL

Processor shall perform tempering in accordance with the specifications set forth herein and any applicable written procedures supplied by Client. All tempered product shall be subject to acceptance testing based on the acceptance criteria specified below.

Inspection location:

PAYMENT TERMS

Late payment: interest at % per month, or the maximum permitted by law, whichever is less. Client shall be responsible for reasonable collection costs and attorneys' fees incurred by Processor to collect overdue amounts.

TERM AND TERMINATION

Term commence date:    Term end date:

Either Party may terminate this Agreement for convenience upon written notice to the other Party not less than days prior to the intended termination date. Either Party may terminate immediately for material breach that remains uncured for a period of thirty (30) days following written notice of such breach.

CONFIDENTIALITY

Each Party shall treat all non-public, technical, business and financial information disclosed by the other Party in connection with this Agreement as confidential and shall not disclose such information to third parties except to its employees, affiliates, contractors or advisors who have a need to know and are bound by confidentiality obligations at least as protective as this Section. Confidential information does not include information that: (a) is or becomes publicly available without breach of this Agreement; (b) is already known to the receiving Party without restriction at the time of disclosure; or (c) is independently developed by the receiving Party without use of or reference to the disclosing Party's confidential information.

INSURANCE, INDEMNITY AND LIABILITY

Processor shall maintain and, upon request, provide certificates evidencing insurance coverage customary for the services performed, including commercial general liability and, where applicable, product liability coverage with limits sufficient to cover claims reasonably foreseeable from the work. Processor shall indemnify, defend and hold Client harmless from and against losses, liabilities, claims and expenses arising out of Processor's negligence or willful misconduct in performing tempering services. EXCEPT FOR WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES.

OWNERSHIP, TITLE AND RISK OF LOSS

Unless otherwise agreed in writing, Client retains title to all product delivered to Processor for tempering. Risk of loss or damage to product in Processor's custody shall remain with Client until acceptance testing is complete and title transfer is agreed in writing. Processor shall store and handle Client's product with reasonable care and in accordance with industry standards.

COMPLIANCE WITH LAWS

Each Party shall comply with all applicable laws, regulations and industry standards in performing its obligations under this Agreement. Processor shall maintain all permits and certifications necessary to perform the tempering services.

FORCE MAJEURE

Neither Party shall be liable for delay or failure to perform due to causes beyond its reasonable control, including acts of God, natural disasters, labor disputes, shortage of materials, government actions, or other events of force majeure. The affected Party shall provide prompt written notice to the other Party and shall use commercially reasonable efforts to resume performance.

GOVERNING LAW; ENTIRE AGREEMENT

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of without regard to conflict of law principles. This Agreement, together with any written attachments or statements of work expressly incorporated herein, constitutes the entire agreement between the Parties and supersedes all prior and contemporaneous oral or written agreements, understandings and communications relating to the subject matter hereof. Any amendment or modification must be in writing and executed by authorized representatives of both Parties.

MISCELLANEOUS

Notices under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as either Party may designate in writing. Any notice shall be effective upon receipt.

If any provision of this Agreement is held invalid or unenforceable, such provision shall be reformed to the minimum extent necessary to make it enforceable and the remaining provisions shall remain in full force and effect.

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized representatives.

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