Supply Agreement Contract

SUPPLY AGREEMENT CONTRACT

This Supply Agreement ("Agreement") is entered into as of by and between Supplier Name: , a organized under the laws of with a principal place of business at , and Purchaser Name: , a organized under the laws of with a principal place of business at .

RECITALS

WHEREAS, Supplier is engaged in the manufacture and sale of the goods described in this Agreement and has the capacity to supply such goods in accordance with the terms set forth below;

WHEREAS, Purchaser desires to purchase and obtain a continuing supply of such goods from Supplier under the terms and conditions set forth herein;

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the purchase, sale, delivery and acceptance of the goods.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt of which is hereby acknowledged, the parties agree as follows.

1. DEFINITIONS

1.1 "Goods" means the products to be supplied by Supplier to Purchaser as described in Exhibit A (Description of Goods) and any agreed specifications, drawings, samples or engineering documents incorporated into this Agreement.

1.2 "Purchase Order" means any written order issued by Purchaser describing quantities, delivery schedule, and other particulars of the Goods to be supplied under this Agreement.

2. TERM

This Agreement commences on the Effective Date and continues for an initial period of months unless earlier terminated in accordance with Section 12. Thereafter the Agreement shall renew automatically for successive periods of months unless either party provides written notice of non-renewal at least days prior to the then-current term expiration.

3. SUPPLY OF GOODS

3.1 Supplier shall supply and sell to Purchaser, and Purchaser shall purchase from Supplier, the Goods in the quantities and at the prices set forth in Purchase Orders accepted by Supplier in accordance with this Agreement. Supplier shall use commercially reasonable efforts to comply with Purchaser's forecasts but only confirmed Purchase Orders shall be binding.

3.2 Exhibit A — Description of Goods:

4. ORDERS, DELIVERY AND TITLE

4.1 Purchase Orders shall be issued in writing and shall specify item identification, quantity, delivery location, requested delivery dates, and any special packaging or labeling requirements. Supplier shall confirm acceptance of Purchase Orders in writing within business days of receipt.

4.2 Delivery terms shall be: . Title and risk of loss shall pass to Purchaser upon , except as otherwise agreed in writing.

5. PRICE AND PAYMENT

5.1 The price for the Goods shall be as set forth in each accepted Purchase Order or as otherwise set forth in writing and agreed by the parties. Prices are exclusive of taxes, duties and freight unless otherwise stated. If Supplier increases prices, Supplier shall provide Purchaser with written notice at least days in advance and provide reasonable substantiation for such increase.

5.2 Payment terms shall be net days from date of invoice. Invoices shall be submitted by Supplier upon shipment or as otherwise agreed and must reference the applicable Purchase Order.

6. INSPECTION AND ACCEPTANCE

Purchaser shall have the right to inspect the Goods upon receipt. Purchaser must notify Supplier in writing of any nonconformity within days after delivery. If Purchaser fails to provide timely notice, the Goods shall be deemed accepted, provided Supplier warranted or represented otherwise in writing.

7. WARRANTIES

Supplier represents and warrants that: (a) at the time of delivery the Goods shall conform to the specifications in Exhibit A and be free from material defects in material and workmanship; (b) Supplier has good title to the Goods and the right to sell them; and (c) the Goods will be free from liens and encumbrances. The warranty period shall be months from the date of acceptance.

8. LIMITATION OF LIABILITY

Except for liability arising from willful misconduct, gross negligence, personal injury, or Supplier's breach of its confidentiality obligations, the parties' aggregate liability to each other for any claim arising out of or relating to this Agreement shall be limited to the greater of (a) the amount paid by Purchaser to Supplier under the Purchase Order giving rise to the claim, or (b) .

9. INDEMNIFICATION

Supplier shall indemnify, defend and hold Purchaser harmless from and against any third-party claims, liabilities, losses and expenses (including reasonable attorneys' fees) arising out of Supplier's breach of warranty, negligence, or infringement of third-party intellectual property rights by the Goods, provided Purchaser gives prompt written notice of any claim and cooperates in the defense.

10. INSURANCE

Supplier shall maintain at its expense commercial general liability, product liability and such other insurance coverages customary for suppliers of similar goods, with limits not less than those commonly required in the industry. Upon request, Supplier shall provide certificates of insurance evidencing such coverage.

11. CONFIDENTIALITY

Each party shall keep confidential and shall not disclose to any third party any proprietary or confidential information disclosed by the other party in connection with this Agreement, except as required by law. Confidential information does not include information that is or becomes publicly available other than through a breach of this Agreement.

12. FORCE MAJEURE

Neither party shall be liable for delay or failure to perform its obligations to the extent such delay or failure is caused by events beyond its reasonable control, including acts of God, government actions, strikes, supply chain disruptions, or epidemics; provided that the affected party promptly notifies the other and uses commercially reasonable efforts to resume performance.

13. TERMINATION

Either party may terminate this Agreement upon written notice if the other party materially breaches this Agreement and fails to cure such breach within days after receipt of written notice specifying the breach. In addition, either party may terminate immediately for insolvency or bankruptcy of the other party.

14. NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be delivered personally, by certified mail (return receipt requested), or by reputable overnight courier to the addresses below or to such other address as the party may designate by notice.

15. MISCELLANEOUS

15.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state of , without regard to conflicts of law principles.

15.2 Entire Agreement. This Agreement, including all Purchase Orders accepted hereunder and exhibits attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral.

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

15.4 Amendments; Waiver. No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties. No waiver by either party of any default shall constitute a waiver of any subsequent default.

15.5 Assignment. Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger, sale of substantially all assets, or similar transaction.

15.6 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures transmitted by electronic means shall be binding as originals.

SIGNATURES

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