Sourcing Agreement

SOURCING AGREEMENT

This Sourcing Agreement (the "Agreement") is made effective as of by and between:

RECITALS

WHEREAS, Buyer procures goods, components and related services for its business and requires a reliable supplier to source such goods on commercially reasonable terms; and

WHEREAS, Supplier represents that it has the capability, capacity and expertise to source, procure and deliver the goods described below in accordance with the terms of this Agreement; and

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties agree as follows:

SCOPE OF WORK

Supplier shall source, procure, inspect and arrange for delivery of the goods and/or services described below (the "Goods") for Buyer in accordance with the specifications, quantities and delivery schedules set forth in purchase orders issued by Buyer and accepted by Supplier. Supplier shall provide all labor, materials, packaging and transportation required to fulfill accepted purchase orders. The scope of work shall also include quality control inspections, documentation, and any applicable testing required by Buyer.

DELIVERY AND ACCEPTANCE

Supplier shall deliver Goods FCA (Buyer’s designated location) unless otherwise stated in a purchase order. Title and risk of loss shall transfer in accordance with the agreed Incoterm or as specified in each purchase order. Buyer may inspect delivered Goods within a commercially reasonable period and may reject non-conforming Goods. Supplier shall, at its expense, promptly cure any defects or replace non-conforming Goods within the timeframes specified by Buyer.

PAYMENT TERMS

Buyer shall pay Supplier the fees set forth in each accepted purchase order. The default fee arrangement for this Agreement is as follows:

All amounts are payable in lawful currency specified in the purchase order. Buyer may withhold payment for Goods that are non-conforming until such Goods are accepted or replaced. Unless otherwise agreed in writing, Buyer is not responsible for Supplier’s costs that are not expressly included in an accepted purchase order.

TERM AND TERMINATION

This Agreement shall commence on and shall continue in effect until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon written notice to the other party given at least days prior to the effective date of termination. Either party may terminate for material breach if the breach remains uncured after thirty (30) days' written notice, or immediately for insolvency or suspension of business operations.

CONFIDENTIALITY

Each party agrees to keep confidential all non-public information disclosed by the other party that is designated confidential or that a reasonable person would understand to be confidential ("Confidential Information"). Confidential Information may be used only for performance under this Agreement. The obligations of confidentiality shall not apply to information that is (a) publicly known without breach, (b) rightfully received from a third party without obligation of confidentiality, (c) independently developed by the receiving party, or (d) required to be disclosed by law, provided the disclosing party is given prompt notice and the scope of disclosure is limited to the extent legally required.

The parties acknowledge that breach of this Section would cause irreparable harm for which monetary damages would be an insufficient remedy; accordingly, the non-breaching party is entitled to seek injunctive relief in addition to any other remedies.

Mutual confidentiality (both parties bound)

REPRESENTATIONS, WARRANTIES AND INDEMNITY

Supplier represents and warrants that (a) it has the right and authority to enter this Agreement; (b) Goods supplied shall conform to agreed specifications and be free from defects in material and workmanship for a period of twelve (12) months from delivery unless otherwise specified; and (c) Goods will not infringe third-party intellectual property rights. Supplier shall indemnify, defend and hold Buyer harmless from claims, losses, liabilities and expenses arising from Supplier’s breach of this Agreement, negligence or willful misconduct.

Except for the express warranties set forth herein, each party disclaims all other warranties, express or implied, including implied warranties of merchantability or fitness for a particular purpose to the maximum extent permitted by applicable law.

LIMITATION OF LIABILITY

Except for liability arising from willful misconduct, fraud, personal injury, infringement of third-party intellectual property rights, or Supplier’s breach of confidentiality or indemnity obligations, neither party shall be liable to the other for consequential, incidental, punitive or special damages. The aggregate liability of either party arising out of or in connection with this Agreement shall not exceed the total amounts paid or payable by Buyer to Supplier under the applicable purchase order giving rise to the claim in the twelve (12) months preceding the event.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to any other address designated by a party in writing. Notices are effective upon receipt.

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. The parties submit to the exclusive jurisdiction of the courts located in that State for resolution of disputes arising under this Agreement, except that either party may seek injunctive relief in any court of competent jurisdiction.

ENTIRE AGREEMENT

This Agreement, together with all purchase orders expressly incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. Any modification to this Agreement must be in writing and signed by authorized representatives of both parties.

SEVERABILITY

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and shall be enforced to the fullest extent permitted by law.

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