Supply Chain Management LHR Supply

SUPPLY CHAIN MANAGEMENT AGREEMENT (LHR SUPPLY)

Parties and Recitals

This Supply Chain Management Agreement (the Agreement) is entered into as of Effective Date: between:

WHEREAS, Client engages Supplier to provide supply chain management services relating to procurement, warehousing, distribution and logistics support for Client's product lines (the Services); and

WHEREAS, Supplier represents that it has the expertise, personnel, systems and authorizations necessary to perform the Services in accordance with the requirements set forth herein; and

WHEREAS, the parties desire to set forth their respective responsibilities, payment terms, confidentiality obligations, and other material provisions in this Agreement.

Scope of Work

Supplier shall perform the Services described below. The Services shall include, but are not limited to, procurement management, inventory optimization, warehousing, order fulfillment, transportation management, supplier coordination, demand forecasting support and reporting. Detailed deliverables, performance metrics and responsibilities are described in the Scope of Work field.

Payment Terms

Client shall pay Supplier for the Services in accordance with the compensation provisions set forth below. All amounts are stated in the currency of payment indicated in the invoice.

Late payments shall incur interest and fees as set forth below:

Term and Termination

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for material breach if the breaching party fails to cure the breach within the notice period specified above. Either party may terminate for insolvency, receivership, or if continuation would violate applicable law.

Confidentiality

"Confidential Information" means non-public business, technical, financial and operational information disclosed by one party to the other, whether written, electronic or oral, that is designated as confidential or that reasonably should be understood to be confidential. The receiving party shall (i) use Confidential Information solely to perform its obligations under this Agreement; (ii) restrict disclosure to employees, contractors and agents who have a need to know and are bound by confidentiality obligations no less protective than those herein; and (iii) take reasonable measures to protect Confidential Information from unauthorized disclosure. Confidential Information does not include information that is or becomes publicly available without breach, is rightfully received from a third party without obligation of confidentiality, or is independently developed without reference to the disclosed Confidential Information.

Upon termination or expiration, receiving party shall return or destroy Confidential Information and certify such return or destruction in writing within thirty (30) days, except that one archival copy may be retained solely for legal or compliance purposes.

Representations, Compliance and Insurance

Each party represents that it has authority to enter into this Agreement and that performance will comply with applicable laws, regulations and industry standards. Supplier shall maintain insurance coverage customary for the services provided, including commercial general liability and, where applicable, cargo and transportation liability. Upon request, Supplier shall furnish certificates of insurance evidencing the required coverages.

Indemnification and Limitation of Liability

Each party shall indemnify, defend and hold harmless the other party and its officers, directors and employees from and against third-party claims arising from the indemnifying party's negligence, willful misconduct or material breach of this Agreement. EXCEPT FOR CLAIMS ARISING FROM WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, LIABILITY OF EACH PARTY UNDER THIS AGREEMENT SHALL BE LIMITED TO DIRECT DAMAGES NOT TO EXCEED THE AMOUNTS PAID OR PAYABLE BY CLIENT TO SUPPLIER IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of State: without regard to its conflict of laws principles. Except as otherwise agreed in writing, disputes arising under this Agreement shall be resolved by final and binding arbitration before a single arbitrator selected under the arbitration rules mutually agreed by the parties, conducted in a mutually agreed location.

Entire Agreement; Amendments

This Agreement, including all schedules and exhibits attached hereto and any written statements of work incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, understandings and negotiations. No amendment, modification or waiver will be effective unless executed in writing by authorized representatives of both parties.

Notices

All notices shall be in writing and delivered to the addresses set forth above or to such other address as either party may designate in writing. Notices shall be deemed delivered on receipt if delivered in person or by confirmed electronic transmission, or three (3) business days after deposit with a nationally recognized overnight courier.

Ancillary Provisions

The parties acknowledge that they have read and understand this Agreement and that the individuals signing below are duly authorized to bind their respective parties.

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