Sports Equipment Kicks Agreement

SPORTS EQUIPMENT KICKS AGREEMENT

Parties

This Sports Equipment Kicks Agreement ("Agreement") is entered into as of by and between:

Recitals

WHEREAS, Supplier is engaged in the business of manufacturing, supplying, and distributing sports footwear and related athletic goods ("Kicks") and possesses the necessary experience, facilities and personnel to supply those goods in accordance with industry standards; and

WHEREAS, Client desires to purchase, distribute, or otherwise obtain certain sports equipment and Kicks from Supplier under the terms set forth in this Agreement; and

WHEREAS, the parties wish to set forth their respective rights and obligations with respect to the supply, delivery and payment for such equipment.

Scope of Work

Supplier shall manufacture, deliver and/or make available the sports equipment described below in conformity with specifications, sizes and quality standards agreed by the parties. Supplier shall procure all materials, labor and services necessary for performance under this Agreement unless expressly stated otherwise.

Payment Terms

Client shall pay Supplier the amounts set forth below in consideration for the equipment and services performed. All payments are due in United States dollars unless otherwise agreed in writing.

Late payments shall accrue interest at the rate specified above, compounded monthly, from the due date until paid in full. In addition to interest, Client shall reimburse Supplier for reasonable collection costs and attorneys' fees incurred to collect overdue amounts.

Term and Termination

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

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective date of termination. Either party may terminate immediately for material breach by the other party if such breach remains uncured for thirty (30) days after written notice describing the breach in reasonable detail.

Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other that relates to business operations, pricing, product specifications, designs, technical data, customer lists, or other information designated as confidential. Confidential Information does not include information that (a) is or becomes public other than through a breach of this Agreement, (b) was known to the receiving party prior to disclosure as evidenced by written records, (c) is rightfully obtained by the receiving party from a third party not under an obligation of confidentiality, or (d) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

The receiving party shall (i) hold the Confidential Information in strict confidence, (ii) use it only for purposes of performing under this Agreement, and (iii) not disclose it to any third party except to employees, agents or contractors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement. The obligations in this Section shall survive termination of this Agreement for a period of years.

Delivery, Risk of Loss and Inspection

Unless otherwise agreed in writing, delivery terms are FCA Supplier's facility. Title and risk of loss pass to Client upon Supplier's delivery to the carrier, unless otherwise specified. Client shall inspect delivered goods promptly and provide written notice of any nonconformance within ten (10) days of receipt; failure to timely notify shall constitute acceptance.

Warranties; Limitation of Liability

Supplier warrants that equipment supplied shall conform to the agreed specifications and be free from material defects in workmanship for a period of ninety (90) days from delivery. Supplier's sole obligation under this warranty shall be, at Supplier's option, repair or replacement of nonconforming items or refund of the purchase price for such items. EXCEPT FOR THE EXPRESS WARRANTY SET FORTH ABOVE, SUPPLIER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, AND AGGREGATE LIABILITY FOR DIRECT DAMAGES SHALL BE LIMITED TO THE AMOUNTS PAID OR PAYABLE UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

Indemnification

Each party agrees to indemnify, defend and hold harmless the other party from and against any third-party claims arising out of the indemnifying party's breach of this Agreement, negligence, or willful misconduct, subject to the indemnified party providing prompt written notice of the claim and reasonable cooperation in the defense.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to its conflicts of law rules. The parties shall attempt in good faith to resolve disputes amicably; if unresolved within thirty (30) days, disputes shall be submitted to binding arbitration in the county where Supplier's principal place of business is located, conducted by a single arbitrator under commercially reasonable arbitration procedures.

Entire Agreement; Amendment

This Agreement, including its exhibits and any written purchase orders expressly incorporated herein, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior negotiations, representations and agreements. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous

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

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