Restorative Pins Agreement

RESTORATIVE PINS AGREEMENT

Parties

Supplier Name:

Purchaser Name:

Recitals

WHEREAS, Supplier is engaged in the manufacture and supply of restorative pins and related components designed for dental restorative procedures and represents that such products are manufactured, packaged and labeled in material conformity with the specifications provided to Purchaser; and

WHEREAS, Purchaser desires to purchase restorative pins from Supplier for use in its dental practice or resale in accordance with the terms and conditions set forth in this Agreement; and

WHEREAS, the parties wish to set forth the scope, price, delivery, quality standards and other terms governing Purchaser's acquisition of restorative pins from Supplier.

Agreement

Scope of Work

Supplier shall supply restorative pins meeting the specifications set forth below and in any purchase orders accepted by Supplier. Supplier shall manufacture, package and deliver the products in accordance with applicable law, industry practice, and the specifications agreed by the parties.

Payment Terms

Purchaser shall pay Supplier the amounts set forth below in consideration for the products supplied under this Agreement. All amounts are payable in United States dollars unless otherwise agreed in writing.

Unless otherwise stated, invoices are due within days of invoice date. Purchaser shall pay reasonable costs of collection, including attorneys' fees, for any unpaid amounts.

Delivery, Inspection and Acceptance

Supplier shall deliver products FCA Supplier's facility (or other agreed delivery point). Risk of loss transfers to Purchaser upon delivery to the carrier unless parties agree otherwise in writing.

Purchaser shall inspect shipments within the inspection period and notify Supplier in writing of any nonconforming products. Failure to provide timely notice shall be deemed acceptance of the goods except for latent defects.

Warranties and Regulatory Compliance

Supplier warrants that products supplied under this Agreement shall, at the time of delivery, materially conform to the specifications set forth in this Agreement and be free from defects in material and workmanship for a period of from delivery. For breach of this warranty Supplier's sole obligation shall be, at Supplier's option, replacement or refund of the purchase price for such nonconforming products, provided Purchaser gives prompt written notice and returns the nonconforming products in accordance with Supplier's return instructions.

Supplier represents that it will, at its expense, manufacture and supply products in compliance with applicable laws, regulations and industry standards applicable to medical/dental devices and shall maintain appropriate records and labeling required for traceability and regulatory inspection.

Indemnification and Liability

Each party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other party and its officers, directors and employees (the "Indemnified Party") from and against any third-party claims, liabilities, losses or expenses (including reasonable attorneys' fees) arising out of (a) the Indemnifying Party's negligent acts or omissions, or (b) material breach of this Agreement by the Indemnifying Party. Purchaser shall indemnify Supplier against claims arising from Purchaser's use, alteration or combination of the products outside Supplier's specifications or instructions.

EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS AND WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY FOR DIRECT DAMAGES SHALL NOT EXCEED THE AMOUNTS PAID BY PURCHASER TO SUPPLIER UNDER THE ORDER GIVING RISE TO THE CLAIM.

Confidentiality

Each party shall keep confidential all proprietary or non-public technical, business or financial information disclosed by the other party in connection with this Agreement ("Confidential Information"). Confidential Information shall not include information that is (a) already known to the receiving party without obligation of confidentiality, (b) publicly available through no fault of the receiving party, or (c) independently developed by the receiving party without reference to the disclosing party's Confidential Information.

The receiving party shall use Confidential Information only for the purposes of performing its obligations under this Agreement and shall not disclose it to third parties except to its employees, agents or contractors who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein. Confidentiality obligations shall survive termination of this Agreement for a period of .

Term and Termination

This Agreement shall commence on the Effective Date: and shall continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate immediately for material breach by the other party that is not cured within thirty (30) days after written notice of such breach, or immediately for insolvency or bankruptcy of the other party.

Return of Materials; Remedies

Upon termination, each party shall return or destroy the other party's Confidential Information and any unused products at the direction of the disclosing party. Termination shall be without prejudice to any rights or remedies accrued at the time of termination.

Governing Law

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

Entire Agreement; Amendments

This Agreement, together with any executed purchase orders referenced herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior or contemporaneous oral or written agreements, proposals and communications. No amendment or modification shall be binding unless in writing and signed by duly authorized representatives of both parties.

Miscellaneous

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

Notices

Notices required or permitted under this Agreement shall be in writing and delivered by hand, nationally recognized overnight courier, or certified mail to the addresses set forth above or to such other address as a party designates by notice in accordance with this Section.

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