MANUFACTURING AGREEMENT (SIMPLE DELIVERABLES)

This Manufacturing Contract covers customers buying goods for manufacturing needs, and explains deliverables, design, software, spare parts, ownership, title, risk of loss, fees, warranties, disclaimers, indemnification, term and termination, publicity, and general boilerplate for a manufacturing contract.

Party 1 (You)

Name / Company

Individual / Company

Address 1

Address 2

City

State/Province

Zip

And Party 2 (Them)

Name / Company

Individual / Company

Address 1

Address 2

City

State/Province

Zip

Related Contracts

Manufacturing Agreements (Simple Services and Deliverables)

Manufacturing Contract (Comprehensive Deliverables)

Manufacturing Contracts (Comprehensive Services and Deliverables)

Question 1 of 17

Question 2 of 17

Question 3 of 17

Question 4 of 17

Question 5 of 17

Question 6 of 17

Question 7 of 17

Question 8 of 17

Question 9 of 17

Question 10 of 17

Question 11 of 17

Question 12 of 17

Question 13 of 17

Question 14 of 17

Question 15 of 17

Question 16 of 17

Question 17 of 17

1 Deliverables

DELIVERABLES (Party-1 Buys) - What are the Deliverables?

	I will specify the Deliverables. Party-2 agrees to provide the following Deliverables: What are the Deliverables?
	Specifications for the Deliverables (IF YOU SELECT THIS OPTION, THEN SCROLL IN THE RIGHT HAND PANEL TO THE END OF THE AGREEMENT, CLICK UNDERNEATH THE SIGNATURES, TYPE "EXHIBIT" AND PASTE IN YOUR SPECIFICATIONS). Party-2 agrees to provide all Deliverables according to the specifications in the attached exhibit.

3 Spare Parts

SPARE PARTS (Party-1 Buys)

How long must spare parts be made available?

	5 years. a period of five (5) years.
	I will specify how long. How long?

Do any of the following spare parts pricing requirements apply?

	Spare parts price same as generally charged to other customers. These spare parts will be made available to Party-1 at the same price Party-2 generally charges Party-2's customers.
	Spare parts price same as generally charged to other customers, but price is free for the first year. These parts will be provided at no cost to Party-1 during the first one year period commencing on the date of Party-1's receipt of the Deliverables, and after that date will be made available to Party-1 at the same price Party-2 generally charges Party-2's customers.
	Spare parts price same as generally charged to other customers, but price is free for an initial time frame. These spare parts will be made available to Party-1 at the same price Party-2 generally charges Party-2's customers, except that the spare parts will be provided at no charge during the following period of time commencing on the date that Party-2 receives the Deliverables: How long?

4 Manufacturing Records

MANUFACTURING RECORDS (Party-1 Buys) - How long must the manufacturing records be maintained?

	10 years. Party-2 agrees to retain all records relating to the manufacturing of Deliverables for a period of not less than ten (10) years from the date of manufacture of each Deliverable.
	I will specify how long. Party-2 agrees to retain all records relating to the manufacturing of Deliverables for the following time frame commencing on the date of manufacture of each Deliverable: How long?

5 Ownership, Title and Risk of Loss (Deliverables)

OWNERSHIP, TITLE AND RISK OF LOSS (Deliverables) (Party-1 Buys) - At what point does ownership, title and risk of loss transfer to the customer?

	Acceptance by Party-1. Ownership of, title to, and risk of loss for the Deliverables passes to Party-1 upon acceptance of the Deliverables by Party-1.
	Receipt by Party-1. Ownership of, title to, and risk of loss for the Deliverables passes to Party-1 upon Party-1's receipt at its designated facility for delivery.
	Shipment to Party-1. Ownership of, title to, and risk of loss for the Deliverables passes to Party-1 upon Party-2's delivery of the Deliverables to a nationally reputable carrier, fully insured with a nationally reputable insurer (such insurance may be invoiced to Party-1 at cost).

8 Warranty Length (Deliverables)

WARRANTY LENGTH (Deliverables) - How long should the warranty last?

	30 day warranty. For a period of thirty (30) days after receipt, the Deliverables conform to the requirements of this Agreement, are free from any defect in material and workmanship, and are free of all liens, claims and encumbrances of any kind.
	90 day warranty. For a period of ninety (90) days after receipt, the Deliverables conform to the requirements of this Agreement, are free from any defect in material and workmanship, and are free of all liens, claims and encumbrances of any kind.
	1 year warranty. For a period of one (1) year after receipt, the Deliverables conform to the requirements of this Agreement, are free from any defect in material and workmanship, and are free of all liens, claims and encumbrances of any kind.
	No time limit. The Deliverables conform to the requirements of this Agreement, are free from any defect in material and workmanship, and are free of all liens, claims and encumbrances of any kind.

9 Indemnification by Party-2 (Deliverables)

INDEMNIFICATION (Deliverables) (Party-2 Indemnifies/Sells) - What do I want Party-2 to indemnify Party-1 for?

Indemnification.

	Intellectual property infringement. (i) Indemnification by Party-2. Upon receipt of notice from Party-1 requesting Party-2 to do so, Party-2 agrees to indemnify, defend, and hold harmless Party-1 and its affiliates, subsidiaries, shareholders, members, directors, officers, employees, agents, and parents, from and against any Claim, and any associated Losses to the extent caused by violation of any patent, copyright, trademark, trade secret, or other intellectual property or proprietary right due to Party-2 providing the Deliverables (except to the extent a Claim is caused by Party-1's internally created specifications).
	Bodily injury, death, tangible property damage and theft, plus the above option. (i) Indemnification by Party-2. Upon receipt of notice from Party-1 requesting Party-2 to do so, Party-2 agrees to indemnify, defend, and hold harmless Party-1 and its affiliates, subsidiaries, shareholders, members, directors, officers, employees, agents, and parents, from and against any Claim, and any associated Losses to the extent caused by: (a) violation of any patent, copyright, trademark, trade secret, or other intellectual property or proprietary right due to Party-2 providing the Deliverables (except to the extent a Claim is caused by Party-1's internally created specifications); or (b) bodily illness and injury, death, tangible property damage and theft, to the extent caused by Party-2's negligent or willful acts and omissions.
	Failure of the Deliverables to conform to the Agreement, plus the above options. (i) Indemnification by Party-2. Upon receipt of notice from Party-1 requesting Party-2 to do so, Party-2 agrees to indemnify, defend, and hold harmless Party-1 and its affiliates, subsidiaries, shareholders, members, directors, officers, employees, agents, and parents, from and against any Claim, and any associated Losses to the extent caused by: (a) violation of any patent, copyright, trademark, trade secret, or other intellectual property or proprietary right due to Party-2 providing the Deliverables (except to the extent a Claim is caused by Party-1's internally created specifications); (b) bodily illness and injury, death, tangible property damage and theft, to the extent caused by Party-2's negligent or willful acts and omissions; or (c) failure of the Deliverables to conform with the requirements of this Agreement.
	Breach of the Agreement, plus the above options. (i) Indemnification by Party-2. Upon receipt of notice from Party-1 requesting Party-2 to do so, Party-2 agrees to indemnify, defend, and hold harmless Party-1 and its affiliates, subsidiaries, shareholders, members, directors, officers, employees, agents, and parents, from and against any Claim, and any associated Losses to the extent caused by: (a) violation of any patent, copyright, trademark, trade secret, or other intellectual property or proprietary right due to Party-2 providing the Deliverables (except to the extent a Claim is caused by Party-1's internally created specifications); (b) bodily illness and injury, death, tangible property damage and theft, to the extent caused by Party-2's negligent or willful acts and omissions; (c) failure of the Deliverables to conform with the requirements of this Agreement; or (d) Party-2's breach of this Agreement.

Claim elimination.

	Customer orientation. Claim Elimination. In addition to and not in lieu of Party-2's other indemnification obligations in this Agreement, should the Deliverables become, or in Party-1's opinion are likely to become, the subject of a Claim, Party-2 agrees to procure for Party-1 the right to continue to exercise all of its rights in the Deliverables as contemplated under this Agreement, or, with Party-1's prior written consent, modify or replace the Deliverables to eliminate any Claim, provided that the modification or replacement is functionally equivalent. If Party-2 cannot do any of the foregoing, then Party-1 may terminate this Agreement by notice to Party-2, as to the violating Deliverables, and Party-2 must refund to Party-1 all fees paid for the applicable violating Deliverables.
	Vendor orientation. Claim Elimination. This obligation is in lieu of Party-2's other indemnification obligations in this Agreement, should the Deliverables become, or in Party-2's opinion are likely to become, the subject of a Claim, Party-2 agrees to procure for Party-1 the right to continue to exercise all of its rights in the Deliverables as contemplated under this Agreement, or modify or replace the Deliverables to eliminate any Claim. If Party-2 cannot do any of the foregoing, then Party-1 may terminate this Agreement by notice to Party-2.
	No claim elimination.

10 Indemnification by Party-1 (Deliverables)

INDEMNIFICATION (Deliverables) (Party-1 Indemnifies/Buys) - What do I want Party-1 to indemnify Party-2 for?

Indemnification.

	Intellectual property infringement. (ii) Indemnification by Party-1. Upon receipt of notice from Party-2 requesting Party-1 to do so, Party-1 agrees to indemnify, defend, and hold harmless Party-2 and its affiliates, subsidiaries, shareholders, members, directors, officers, employees, agents, and parents, from and against any Claim, and any associated Losses to the extent caused by violation of any patent, copyright, trademark, trade secret, or other intellectual property or proprietary right to the extent caused by Party-1's internally created specifications or Party-1's use of the Deliverables.
	Bodily injury, death, tangible property damage and theft, plus the above option. (ii) Indemnification by Party-1. Upon receipt of notice from Party-2 requesting Party-1 to do so, Party-1 agrees to indemnify, defend, and hold harmless Party-2 and its affiliates, subsidiaries, shareholders, members, directors, officers, employees, agents, and parents, from and against any Claim, and any associated Losses to the extent caused by: (a) violation of any patent, copyright, trademark, trade secret, or other intellectual property or proprietary right to the extent caused by Party-1's internally created specifications or Party-1's use of the Deliverables; or (b) bodily illness and injury, death, tangible property damage and theft, to the extent caused by Party-1's negligent or willful acts or omissions.
	Breach of the Agreement, plus the above options. (ii) Indemnification by Party-1. Upon receipt of notice from Party-2 requesting Party-1 to do so, Party-1 agrees to indemnify, defend, and hold harmless Party-2 and its affiliates, subsidiaries, shareholders, members, directors, officers, employees, agents, and parents, from and against any Claim, and any associated Losses to the extent caused by: (a) violation of any patent, copyright, trademark, trade secret, or other intellectual property or proprietary right to the extent caused by Party-1's internally created specifications or Party-1's use of the Deliverables; (b) bodily illness and injury, death, tangible property damage and theft, to the extent caused by Party-1's negligent or willful acts or omissions; or (c) Party-1's breach of this Agreement.

No indemnification.

11 Term

TERM - LENGTH - How long is the term of the agreement?

Term length in years.

How many years do I want?

	1 year 1 year
	2 years 2 years
	3 years 3 years

I will specify how long.

How long?

12 Evergreen

TERM - EVERGREEN - Will the agreement automatically renew or not?

Yes, I want the term to renew automatically for additional consecutive 1 year terms until either party gives notice that the term ends 30 days before the year is over.

Immediately upon expiration this Agreement automatically renews on the same terms and conditions for additional successive periods of one (1) year on each anniversary of the Effective Date, unless either party gives the other party notice that the Agreement does not renew at least thirty (30) days before the end of the then applicable Term.

Any renewal term shall be mutually agreed to by the parties in writing.

13 Termination for Convenience

TERMINATION FOR CONVENIENCE - Do I want to terminate the agreement at any time for any reason or no reason with thirty (30) days prior notice?

Yes

	Both parties can terminate for convenience. (e) Termination for Convenience. This Agreement may be terminated at any time by either party for its convenience, with or without cause, and for any reason or no reason, effective upon the non-terminating party's receipt of notice.
	Just Party-1 can terminate for convenience. (e) Termination for Convenience. This Agreement may be terminated at any time by Party-1 for its convenience, with or without cause, and for any reason or no reason, effective upon Party-2's receipt of notice.

14 Subcontractors

SUBCONTRACTORS - Can one or both of the parties subcontract any responsibilities?

	Party-1 can subcontract with Party-2's consent, and Party-2 can subcontract without Party-1's consent. Party-1 may not subcontract any obligation under this Agreement without Party-2's prior written consent. Party-2 can subcontract without Party-1's consent. Each party is responsible for its subcontractors' compliance with and breach of this Agreement as if the subcontractors' acts and omissions were the party's own.
	Party-2 can subcontract with Party-1's consent, and Party-1 can subcontract without Party-2's consent. Party-2 may not subcontract any obligation under this Agreement without Party-1's prior written consent. Party-1 can subcontract without Party-2's consent. Each party is responsible for its subcontractors' compliance with and breach of this Agreement as if the subcontractors' acts and omissions were the party's own.
	Either party can subcontract with the other party's consent. Neither party can subcontract any obligation under this Agreement without the other party's prior written consent. Each party is responsible for its subcontractors' compliance with and breach of this Agreement as if the subcontractors' acts and omissions were the party's own.
	Both parties can subcontract without the other party's consent. Both parties are free to subcontract their obligations under this Agreement. Each party is responsible for its subcontractors' compliance with and breach of this Agreement as if the subcontractors' acts and omissions were the party's own.
	No subcontracting. The parties may not subcontract any of their obligations under this Agreement.

15 Governing Law

GENERAL - GOVERNING LAW - Which state or country's laws govern this contract?

16 Forum, Venue or Jurisdiction

GENERAL - FORUM - Which state or country is the forum for this contract?

17 Assignment

GENERAL - ASSIGNMENT - Do I want both parties to be able to assign this Agreement, just Party-1, or not allow any assignments?

Both parties.

Broad right to assign.

Any of the parties may assign, delegate, sublicense or otherwise transfer this Agreement, or any right or obligation under this Agreement, to a third party.

Limited right to assign to a third party buying a party's (to this Agreement) shares or assets.

This Agreement is not assignable, delegable, sublicenseable or otherwise transferable by any party in whole or in part without the prior written consent of the other party (or parties). Any transfer, assignment, delegation or sublicense by a party without such prior written consent is invalid. However, any party may assign this Agreement to a third party purchasing: (a) majority control of the party's equity shares; or (b) all or substantially all of either (i) a party's assets or (ii) the assets of the party's relevant business unit under this Agreement.

Just Party-1.

Broad right to assign.

This Agreement is not assignable, delegable, sublicenseable or otherwise transferable by Party-2 in whole or in part without the prior written consent of Party-1. Any transfer, assignment, delegation or sublicense by Party-2 without Party-1's prior written consent is invalid. Party-1 may assign, delegate, sublicense or otherwise transfer this Agreement, or any right or obligation under this Agreement, to a third party.

Limited right to assign to a third party buying a party's (to this Agreement) shares or assets.

This Agreement is not assignable, delegable, sublicenseable or otherwise transferable by Party-2 in whole or in part without the prior written consent of Party-1. Any transfer, assignment, delegation or sublicense by Party-2 without Party-1's prior written consent is invalid. Party-1 may assign this Agreement. Party-1 may assign this Agreement to a third party purchasing all or substantially all of Party-1's assets or the assets of the relevant Party-1 business unit under this Agreement.

No assignments.

This Agreement is not assignable, delegable, sublicenseable or otherwise transferable by either party in whole or in part without the prior written consent of the other party. Any transfer, assignment, delegation or sublicense by a party without the other party's prior written consent is invalid.

"Deliverables" are the tangible goods or intellectual property provided under an agreement for payment. "Services" are not goods or deliverables, which are the tangible results of the services. For example, if a consultant is engaged to meet with and better understand a customer's manufacturing system and then provide a written report summarizing how to improve the system, the meeting and understanding would be the services, while the report itself would be a deliverable.

The "Software License" gives the customer a limited right to use the Software Deliverables subject to certain restrictions.

Customers often ask vendors to continue to maintain spare parts for a Deliverable for a certain period of time after purchasing the Deliverable to ensure that the Deliverable can be properly maintained.

Customers often ask vendors to maintain manufacturing records for the Deliverables.

Once a customer takes ownership and title to goods, if the goods are damaged or lost, then that becomes the customer's responsibility. Because of these consequences, the parties usually discuss and agree on the point where ownership, title and risk of loss are transferred to the customer. "Acceptance" is the point after the customer receives the Deliverables and has concluded that the Deliverables comply with the Agreement's requirements.

A fee in this context can take many forms, including a flat fee, the total of the hours/days incurred times the hourly/daily rates, a guaranteed maximum fee, a per Service/Deliverable fee, a per milestone fee, or other arrangement.

"Payment Schedule" means when the vendor will bill the customer. The customer may prefer not to be billed until after acceptance, which is a legal concept that gives the customer a short testing period after receiving goods or services to determine whether or not they are satisfactory. The vendor instead prefers to invoice the customer upon receipt of goods or services, so that the vendor can recognize its revenue sooner.

The "Warranty Length" refers to how long the Services and/or Deliverables will perform as expected.

"Indemnification" and "Limitation of Liability" both focus on parties' responsibilities in disputes. "Limitation of Liability" covers disputes between the parties who sign the agreement. "Indemnification" focuses on a dispute where a third party sues a party who signed the agreement, and the suit was caused by the other signing party's conduct. If this other signing party is required to "indemnify" the first signing party, that means the second signing party will generally pay the legal fees and any damages awarded or settlement amounts. "Claim Elimination" deals with the situation where a third party demands that a customer no longer use a service, deliverable or product because it violates that third party's rights. Under this provision, a vendor is required to eliminate that claim or take other steps.

The "Term" means how long the contract will be in force.

An "Evergreen" term, also referred to as an "Automatic Renewal" means that once the term comes to a certain date in the future, it automatically extends for an additional time period or repeated additional time periods until either party sends notice that the term does not renew anymore.

"Termination for Convenience" means a party's right to terminate the agreement at any time for any reason at all (or even no reason), and is usually accompanied by advance written notice.

A "Subcontractor" is a third party who one of the signing parties wants to perform some of its responsibilities under the Agreement, such as providing a Service or Deliverable.

The "Governing Law" is the particular state or country's laws that you choose to apply to this contract. Often times, the governing law is the state or country within which one or both of the parties have a main office, or where they are conducting business under the contract.

"Forum", "Venue" or "Jurisdiction" refers to where disputes between the parties must be litigated. Often the parties will still be free to seek injunctions or other temporary relief outside of the forum as they see fit.

"Assignment" means the right to transfer the contract, or a right or obligation under the contract, to a third party. Usually, this is prohibited or limited to a third party buying the shares or assets of a party to the contract.

Comments:

[WARNING: THIS AGREEMENT AND ALL QUESTIONS ARE OFFERED AS SAMPLES ONLY. USE OF THIS AGREEMENT IS BY YOU AT YOUR DIRECTION, IS NOT DIRECTED BY WHICHDRAFT.COM, AND IN NO WAY CONSTITUTES LEGAL ADVICE. WHICHDRAFT.COM RECOMMENDS THAT ANYONE ENTERING INTO A CONTRACT CONSULT AN ATTORNEY FOR LEGAL ADVICE. THE COPYRIGHT IN THIS CONTRACT IS OWNED BY RADIO FREE CONTRACTS LLC.]

MANUFACTURING AGREEMENT

This Manufacturing Agreement ("Agreement") is made as of March 11, 2010 (the "Effective Date") between , an individual with an address at , , ("Party-1"), and , a company with an address at , , ("Party-2").

This Agreement describes Party-1's purchase of Deliverables from Party-2.

Party-1 and Party-2 therefore agree as follows:

1. DEFINITIONS.

(a) "Deliverables" means the deliverables Party-2 provides to Party-1 as described in this Agreement.

(b) "Government Authority" means any governmental authority or court, tribunal, agency, department, commission, arbitrator, board, bureau, or instrumentality of the United States of America or any other country or territory, or domestic or foreign state, prefecture, province, commonwealth, city, county, municipality, territory, protectorate or possession.

(c) "Law" means all laws, statutes, ordinances, codes, regulations and other pronouncements having the effect of law of any Government Authority.

2. DELIVERABLES. Party-2 agrees to provide the following Deliverables: [QR-43]

3. MANUFACTURING DESIGN REQUIREMENTS.

(a) Software Deliverables. Each Deliverable to be supplied under this Agreement may incorporate computer software as part of that Deliverable. Computer software that is developed by Party-2 specifically for Party-1 under this Agreement ("Custom Software") must be delivered to Party-1 with each Deliverable, including source code, and all the intellectual property and proprietary rights in such Custom Software, including the source code, vests as stated in the section entitled "Intellectual Property" in this Agreement. Computer software of third party vendors may also be integrated into each Deliverable ("Third Party Software"). Party-2 agrees to assign to Party-1 (or secure for Party-1 at no additional cost) all rights under Party-2's Third Party Software licenses so that Party-1 can fully use the Deliverables as contemplated under this Agreement. Each Deliverable may also include software that has been developed by Party-2, at Party-2's expense, for general use in Party-2 products which are proprietary to Party-2 ("Software Deliverables"). Upon full payment for each respective Deliverable, the Party-2 Standard Software is licensed to Party-1 as follows: Party-2 grants Party-1 a perpetual, non-exclusive, worldwide, non-transferable, and non-sublicenseable license to use the Software Deliverables for Party-1's internal business purposes. This license survives the Agreement, but may be terminated in the same way described in the provision entitled "Termination for Breach" in this Agreement. [QR-108]

(b) Spare Parts. Party-2 hereby covenants that it will maintain an inventory of spare parts in good working order to be available to Party-1, including custom spare parts, needed for the repair and maintenance of the Deliverable for a period of five (5) years. These spare parts will be made available to Party-1 at the same price Party-2 generally charges Party-2's customers. [QR-130]

(c) Manufacturing Records. Party-2 agrees to retain all records relating to the manufacturing of Deliverables for a period of not less than ten (10) years from the date of manufacture of each Deliverable. [QR-131]

4. OWNERSHIP.

(a) Ownership, Title, and Risk of Loss. Ownership of, title to, and risk of loss for the Deliverables passes to Party-1 upon Party-2's delivery of the Deliverables to a nationally reputable carrier, fully insured with a nationally reputable insurer (such insurance may be invoiced to Party-1 at cost). [QR-86]

(b) Pass-Through. Without limiting any other terms and conditions set forth in this Agreement, Party-2 agrees to pass through or assign to Party-1 any third party warranty and any other rights, rebates, discounts or benefits, which Party-2 receives in connection with any Deliverables.

(c) Documentation. Party-2 agrees to deliver with the Deliverables two (2) copies of the documentation and other materials that Party-2 ordinarily provides to purchasers of the Deliverables.

5. FEES. Except as expressly stated in this Agreement, there are no additional fees, charges or expenses incurred. In consideration for Party-2 performing all obligations under this Agreement, Party-1 agrees to pay Party-2 a flat fee of: [QR-53] Party-2 shall invoice Party-1 for the entire overall flat fee in this Agreement on the date the Deliverables are received by Party-1. [QR-56]

6. WARRANTIES.

(a) Mutual Warranties. Each party represents, warrants and covenants to the other that:

(i) Law Compliance. It complies with all applicable Laws.

(b) Warranties by Party-2. Party-2 represents, warrants and covenants to Party-1 that:

(i) Warranty Length. For a period of thirty (30) days after receipt, the Deliverables conform to the requirements of this Agreement, are free from any defect in material and workmanship, and are free of all liens, claims and encumbrances of any kind. [QR-83]

(c) Disclaimer. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, PARTY-1 AND PARTY-2 EACH MAKE NO REPRESENTATIONS AND EXTEND NO WARRANTIES OR COVENANTS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

7. INDEMNIFICATION. The term "Claim" means any claim, suit or action by any third party, and the term "Losses" means any damages awarded and fines assessed in any Claim by a court of competent jurisdiction or pursuant to an arbitration proceeding, any amounts due under Claim settlement, and any other costs or expenses incurred in complying with any injunctive or equitable relief or any settlement requirements.

(a) Party Indemnification.

(i) Indemnification by Party-2. Upon receipt of notice from Party-1 requesting Party-2 to do so, Party-2 agrees to indemnify, defend, and hold harmless Party-1 and its affiliates, subsidiaries, shareholders, members, directors, officers, employees, agents, and parents, from and against any Claim, and any associated Losses to the extent caused by violation of any patent, copyright, trademark, trade secret, or other intellectual property or proprietary right due to Party-2 providing the Deliverables (except to the extent a Claim is caused by Party-1's internally created specifications). [QR-81]

(ii) Indemnification by Party-1. Upon receipt of notice from Party-2 requesting Party-1 to do so, Party-1 agrees to indemnify, defend, and hold harmless Party-2 and its affiliates, subsidiaries, shareholders, members, directors, officers, employees, agents, and parents, from and against any Claim, and any associated Losses to the extent caused by violation of any patent, copyright, trademark, trade secret, or other intellectual property or proprietary right to the extent caused by Party-1's internally created specifications or Party-1's use of the Deliverables. [QR-75]

(b) Indemnification Procedures. The term "indemnifying party" means the party assuming indemnification obligations under this Agreement, and the term "indemnified party" means all parties, including any third parties, which the indemnifying party agrees to indemnify under this Agreement.

(i) Notice. The indemnified party must give the indemnifying party prompt written notice of a Claim, provided, however, that failure of an indemnified party to give prompt written notice does not relieve the indemnifying party from its indemnification obligations under this Agreement except to the extent the defense is materially prejudiced by the failure. When the indemnifying party receives notice of a Claim from an indemnified party, the indemnifying party agrees, at its sole cost and expense, to assume the defense of the Claim by representatives chosen by the indemnifying party. The indemnified party may participate in the defense of the Claim and employ counsel at its own expense to assist in the defense of the Claim, subject to the indemnifying party retaining final authority and control over the conduct of the defense.

(ii) Conduct of Defense. The indemnifying party's defense attorneys must be reasonably experienced and qualified in the areas of litigation applicable to the defense. The indemnifying party has the right to assert any defenses, causes of action or counterclaims arising from the subject of the Claim available to the indemnified party and also has the right to settle the Claim, subject to the indemnified party's prior written consent to the extent the settlement affects the rights or obligations of the indemnified party. The indemnified party agrees to provide the indemnifying party with reasonable assistance, at the indemnifying party's expense, as may be reasonably requested by the indemnifying party in connection with any defense, including, without limitation, providing the indemnifying party with information, documents, records and reasonable access to the indemnified party as the indemnifying party reasonably deems necessary.

8. TERM AND TERMINATION.

(a) Term. The term of this Agreement (together with any renewals, the "Term") begins on the Effective Date and expires one (1) year [QR-24] later. Immediately upon expiration this Agreement automatically renews on the same terms and conditions for additional successive periods of one (1) year on each anniversary of the Effective Date, unless either party gives the other party notice that the Agreement does not renew at least thirty (30) days before the end of the then applicable Term. [QR-18]

(b) Survival. The following captioned sections survive any termination, expiration or non-renewal of this Agreement: "Disclaimer", "Indemnification", "Survival", "Publicity" and "General", as well as any other provisions expressly stating that they are perpetual or survive this Agreement.

(c) Termination for Insolvency. If either party is adjudged insolvent or bankrupt, or upon the institution of any proceedings by it seeking relief, reorganization or arrangement under any Laws relating to insolvency, or if an involuntary petition in bankruptcy is filed against a party and the petition is not discharged within sixty (60) days after filing, or upon any assignment for the benefit of a party's creditors, or upon the appointment of a receiver, liquidator or trustee of any of a party's assets, or upon the liquidation, dissolution or winding up of its business (each, an "Event of Bankruptcy"), then the party affected by any Event of Bankruptcy must immediately give notice of the Event of Bankruptcy to the other party, and the other party may terminate this Agreement by notice to the affected party.

(d) Termination for Breach. If either party breaches any provision contained in this Agreement, and the breach is not cured within thirty (30) days after the breaching party receives notice of the breach from the non-breaching party, the non-breaching party may then deliver a second notice to the breaching party immediately terminating this Agreement.

[QR-17]

9. PUBLICITY. Each party agrees to not make, publish or distribute (whether in print, electronically or otherwise) any public announcements, press releases, advertising, marketing materials or promotional materials regarding the execution or performance of this Agreement without the prior written consent of the other party.

10. GENERAL. Entire Agreement and Amendments. This Agreement is the entire agreement between the parties and supersedes all earlier and simultaneous agreements regarding the subject matter, including, without limitation, any invoices, business forms, purchase orders, proposals or quotations. This Agreement may be amended only in a written document, signed by both parties. Independent Contractors, Third Party Beneficiaries, and Subcontractors. The parties acknowledge that they are independent contractors under this Agreement, and except if expressly stated otherwise, none of the parties, nor any of their employees or agents, has the power or authority to bind or obligate another party. Except if expressly stated, no third party is a beneficiary of this Agreement. The parties may not subcontract any of their obligations under this Agreement. [QR-63] Governing Law and Forum. All claims regarding this Agreement are governed by and construed in accordance with the Laws of TEXTFIELD [QR-27], applicable to contracts wholly made and performed in such jurisdiction, except for any choice or conflict of Law principles, and must be litigated in TEXTFIELD [QR-28], regardless of the inconvenience of the forum, except that a party may seek temporary injunctive relief in any venue of its choosing. The parties acknowledge and agree that the United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to this Agreement. Assignment. This Agreement binds and inures to the benefit of the parties' successors and assigns. Either party may assign, delegate, sublicense or otherwise transfer this Agreement, or any right or obligation under this Agreement, to a third party. [QR-46] No Waivers, Cumulative Remedies. A party's failure to insist upon strict performance of any provision of this Agreement is not a waiver of any of its rights under this Agreement. Except if expressly stated otherwise, all remedies under this Agreement, at Law or in equity, are cumulative and nonexclusive. Severability. If any portion of this Agreement is held to be unenforceable, the unenforceable portion must be construed as nearly as possible to reflect the original intent of the parties, the remaining portions remain in full force and effect, and the unenforceable portion remains enforceable in all other contexts and jurisdictions. Notices. All notices, including notices of address changes, under this Agreement must be sent by registered or certified mail or by overnight commercial delivery to the address set forth in this Agreement by each party. Captions and Plural Terms. All captions are for purposes of convenience only and are not to be used in interpretation or enforcement of this Agreement. Terms defined in the singular have the same meaning in the plural and vice versa.

IN WITNESS WHEREOF, the parties execute this Agreement as of the Effective Date. Each person who signs this Agreement below represents that such person is fully authorized to sign this Agreement on behalf of the applicable party.

PARTY-1

By: __________________________________
Print Name: ___________________________
Title: ________________________________

PARTY-2

By: __________________________________
Print Name: ___________________________
Title: ________________________________