Supply Chain Supply Overview

SUPPLY CHAIN SUPPLY OVERVIEW AGREEMENT

This Supply Chain Supply Overview Agreement (the Agreement) is entered into as of , by and between:

Client Name:

Supplier Name:

WHEREAS

WHEREAS, Client requires the supply of certain materials, components, and associated logistics services necessary for the manufacture and distribution of Client products; and

WHEREAS, Supplier represents that it has the operational capacity, quality systems, and supply chain controls to provide such materials and services in accordance with the terms and forecasts set forth in this Agreement; and

WHEREAS, the parties desire to document forecasting, ordering, pricing, delivery and performance expectations in a non-exclusive supply overview that will govern procurement activity between the parties for the term specified below.

SCOPE OF WORK

Supplier shall provide the goods, materials and related services described below and in any attached purchase orders issued under this Agreement. The parties acknowledge that specific purchase orders govern quantities and delivery schedules; this Overview documents forecast, lead-time, quality and logistical commitments to facilitate planning and continuity of supply.

SUPPLY OVERVIEW — ITEMIZED

The parties shall maintain the following initial item schedule. Forecasts are non-binding but are relied upon for capacity planning; actual quantities will be stated in purchase orders.

Additional items, revisions to forecasts, and any agreed quality or packaging specifications shall be appended as written schedule updates and signed by authorized representatives of both parties.

PAYMENT TERMS

Prices for items will be as stated on purchase orders or as otherwise agreed in writing. Unless otherwise stated, payment terms are:

Supplier shall issue invoices that reference the applicable purchase order number. Unless otherwise agreed in writing, amounts undisputed and unpaid past the due date shall accrue the agreed late fee and interest to the maximum extent permitted by law.

TERM AND TERMINATION

The term of this Agreement begins on , and continues until , unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for material breach by the other party if the breach is not cured within the notice period specified above. Termination for convenience requires the stated notice and reasonable wind-down to avoid supply disruption. Termination shall not relieve either party of obligations accrued prior to termination, including payment for goods delivered and services performed.

CONFIDENTIALITY

Each party acknowledges that, in the course of performance, it may receive Confidential Information of the other party. "Confidential Information" includes forecasts, pricing, technical specifications, production methods, supplier lists, and business plans. The recipient shall (i) use Confidential Information solely to perform its obligations under this Agreement, (ii) restrict disclosure to employees and subcontractors who have a need to know and are bound by confidentiality obligations at least as protective as those herein, and (iii) not disclose Confidential Information to third parties without prior written consent, except as required by law. Confidentiality obligations shall survive termination for a period of five (5) years, or longer as required for trade secrets under applicable law.

COMPLIANCE, QUALITY AND PERFORMANCE

Supplier shall comply with all applicable laws and regulations in the manufacture, packaging and shipment of goods, maintain quality systems reasonably acceptable to Client, permit audits related to compliance and quality with prior notice, and promptly notify Client of any anticipated or actual supply interruptions, nonconforming product shipments, or adverse quality events. Parties will agree specific KPI metrics in appended schedules when required.

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

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

NOTICES

Notices shall be in writing and delivered to the addresses above or such other address as a party designates in writing in accordance with this Section.

GENERAL PROVISIONS

Neither party shall be liable for delays or failures to perform due to causes beyond its reasonable control, provided the affected party promptly notifies the other and uses commercially reasonable efforts to mitigate the effect of the force majeure event. If a party is excused from performance for more than ninety (90) days, the other party may terminate this Agreement upon written notice.

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