MANUFACTURING AND SUPPLY TERMS AND CONDITIONS

These Manufacturing and Supply Terms and Conditions (this “Agreement”), effective as of the date on which you click a button or check a box acknowledging your acceptance of this Agreement or you execute with Framework a Purchase Order that incorporates this Agreement by reference (the “Order Date”), is by and between Framework Automation, Inc., a Delaware corporation with offices located at 6330 Arizona Circle Los Angeles CA 90045 (“Framework”) and the entity on whose behalf the individual accepting this Agreement accepts this Agreement (“Customer”). The individual accepting this Agreement hereby represents and warrants that it is duly authorized by the entity on whose behalf it accepts this Agreement to so accept this Agreement. Framework and Customer may be referred to herein collectively as the “Parties” or individually as a “Party.” The Parties agree as follows:

1. Purchase Orders. Customer shall provide Framework with purchase orders for Products (“Purchase Orders”) prior to each order for Products. Purchase Orders shall specify the quantity of Products to be produced, the yarn to be used in production of such Products (“Yarn”) and any additional packaging information. No Purchase Order will be deemed accepted by Framework unless agreed to in writing by Framework. Framework reserves the right to reasonably refuse or partially fulfill any Purchase Order. Notwithstanding anything that may be written on any Purchase Order, all Purchase Orders from Customer shall be governed by the terms of this Agreement which shall be the entire agreement of the Parties with respect to any purchase of Product by Customer from Framework.

a. Client Cooperation. Framework’s ability to manufacture the Products may depend on information provided by Customer, including but not limited to, the Customer designs on which the Products to be produced are based, as identified in the Purchase Order (the “Customer Designs”). Customer will: (i) reasonably cooperate with Framework in all matters relating to the Products and appoint a Customer employee to serve as the primary contact with respect to this Agreement and who has the authority to act on behalf of Customer regarding this Agreement (the “Customer Contact”); (ii) respond reasonably promptly to any Framework request to provide direction, information, approvals, authorizations, or decisions that are reasonably necessary for Framework to manufacture the Products in accordance with the Product Specifications (as defined in the Purchase Order); and (iii) provide such materials as Framework may reasonably request and considers reasonably necessary, in order to produce the Products, in a timely manner. 

2. Pricing. The pricing for the Product (“Product Pricing”) is set forth in the applicable Purchase Order. Customer is responsible for all applicable taxes, duties, excises, levies, or charges related to the Products, excluding Framework’s income taxes. The amount of any taxes levied in connection with the sale of the Products to Customer shall be for Customer’s account and shall either be added to each invoice or separately invoiced by Framework to Customer.

3. Invoices and Payment. Except as may be otherwise specified in a Purchase Order, (i) the Purchase Order shall be accompanied with payment to Framework of the Total Yarn Cost (as defined in the Purchase Order); and (ii) Customer shall pay all invoiced amounts due to Framework for the Product Cost (as defined in the Purchase Order) within thirty (30) days of delivery of such invoice. Customer shall make all payments hereunder in US dollars by a mutually agreed-upon payment method. The Parties shall seek to resolve all payment disputes expeditiously and in good faith. Late payments may incur interest charges up to the maximum amount permitted by law. 

4. Delivery Terms. The delivery terms for the Products (“Delivery Terms”) are set forth in the applicable Purchase Order.

5. Representations and Warranties. 

a. Framework Representations and Warranties. Framework warrants that the Product will be manufactured in accordance with the Product Specifications. THE FOREGOING WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES EXPRESS OR IMPLIED INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR PARTICULAR PURPOSE.

b. Customer Representations and Warranties. Customer represents and warrants to Framework that the finished Product and each of its constituent parts (including the packaging, trade name, trade dress, formula, ingredients, labeling, copy, graphics designs and other related matters but excluding portions solely created by Framework that are not based on Customer requirements) do not violate any copyright, trademark or patent or other intellectual property held by any other person; and that the formula, its ingredients, and the finished Product do not violate any law, rule, or regulation. Customer further represents and warrants to Framework that the execution of this Agreement and the performance by both Parties of their obligations hereunder do not violate any agreement that Customer is a party to or bound by.

6. Indemnification.

a. General Indemnification. Each Party (an “Indemnifying Party”) shall indemnify, defend, and hold the other Party (the “Indemnified Party”) harmless from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees, fees and the costs of enforcing any right to indemnification under this Agreement and the cost of pursuing any insurance providers, incurred by the Indemnified Party (collectively, "Losses"), arising out or resulting from any third-party claim alleging: (i) the Indemnifying Party’s breach of its representations and warranties contained in this Agreement; (ii) the Indemnifying Party’s violation of applicable law; or (iii) the Indemnifying Party’s gross negligence or willful misconduct; in each case provided that Customer may not settle any third-party claim against Framework unless Framework consents to such settlement, and further provided that Framework will have the right, at its option, to defend itself against any such third-party claim or to participate in the defense thereof by counsel of its own choice. Notwithstanding the generality of the foregoing, Framework shall not be responsible to indemnify, defend and hold Customer harmless from such liability if an independent investigator selected by Customer and Framework determines such liability originated after the Product left the custody and control of Framework and was not attributable to any act or omission of Framework prior to such Product leaving such custody and control.

b. Limitation of Liability. Notwithstanding any other term or condition of this Agreement, except for a Party’s indemnification or confidentiality obligations hereunder: (i) neither Party shall be liable to the other for any indirect, punitive, special, or consequential losses or damages arising out of or in connection with this Agreement; and (ii) the aggregate amount of either Party’s liability to the other Party under this Agreement shall in no event exceed the dollar amount paid by Customer in the twelve (12) months immediately preceding the event giving rise to the claim. 

7. Insurance. Each Party agrees that it will maintain, at its own expense, occurrence form commercial general liability insurance at least in the amount of $1,000,000 each occurrence and $1,000,000 aggregate arising out of or relating to the execution of this Agreement. Each Party will name the other as an additional insured under such insurance as it relates to this Agreement.

8. Termination. This Agreement may be terminated by either Party upon 45 days prior written notice. The provisions hereof which extend beyond the term hereof shall survive termination of this Agreement. At the termination of this Agreement, Customer agrees to pay Framework for any unshipped Product or unused Framework-supplied materials (including any Yarn) that were purchased by Framework pursuant to a Purchase Order or otherwise at Customer’s written.

9. Confidentiality. 

a. Definition. From time to time during the term, either Party may disclose or make available to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media that: (i) is marked, designated or otherwise identified as “confidential” or something similar at the time of disclosure or within a reasonable period of time thereafter; or (ii) would be considered confidential by a reasonable person given the nature of the information or the circumstances of its disclosure (collectively, “Confidential Information”). Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving Party at the time of disclosure; (c) rightfully obtained by the receiving Party on a non-confidential basis from a third party; or (d) independently developed by the receiving Party without use of, reference to, or reliance upon the disclosing Party’s Confidential Information. 

b. Duty. The receiving Party shall not use the disclosing Party’s Confidential Information except to perform its obligations and exercise its rights hereunder nor shall it disclose the disclosing Party’s Confidential Information to any person or entity, except to the receiving Party’s employees, contractors, and agents who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder (“Representatives”). The receiving Party will be responsible for all the acts and omissions of its Representatives as they relate to Confidential Information hereunder. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (ii) to establish a Party’s rights under this Agreement, including to make required court filings. Further, notwithstanding the foregoing, each Party may disclose the terms and existence of this Agreement to its actual or potential investors, debtholders, acquirers, or merger partners under customary confidentiality terms.

c. Return of Materials; Effects of Termination/Expiration. On the expiration or termination of this Agreement, the receiving Party shall promptly return to the disclosing Party all copies, whether in written, electronic, or other form or media, of the disclosing Party’s Confidential Information, or destroy all such copies and certify in writing to the disclosing Party that such Confidential Information has been destroyed. Each Party’s obligations of non-use and non-disclosure with regard to Confidential Information are effective as of the Order Date and will expire three (3) years from the date of termination or expiration of this Agreement; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement until such Confidential Information is no longer considered a trade secret under applicable law through no wrongful act or omission of the receiving Party.

10. Intellectual Property.  Customer retains exclusive ownership of its intellectual property rights existing prior to or independently of the Purchase Order. Customer grants to Framework an irrevocable, non-exclusive, worldwide, perpetual, royalty-free license, with the right to grant sublicenses (through multiple tiers), to use Customer’s intellectual property to produce and supply Products to Customer hereunder. Framework retains exclusive ownership of all intellectual property rights in and to the processes used to create the Products and any of their component parts .

11. Assignment. Each Party may not transfer, assign, or delegate this Agreement without the prior written approval of the other Party, which approval shall not be unreasonably withheld; provided, however, that either Party may assign this Agreement without such approval to an affiliate or in connection with the sale of all or substantially all of such Party’s business or assets to which this Agreement relates.

12. Entire Agreement. This Agreement, including any Purchase Orders, represents the entire understanding of the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous oral and all prior written negotiations, discussions and agreements related to the subject matter hereof. In the event of a conflict or inconsistency between the terms and conditions of this Agreement and any terms or conditions contained in a Purchase Order, the terms and conditions of this Agreement shall control.

13. Amendment and Modification. Framework may change this Agreement (except for any Purchase Orders) from time to time at its discretion. The date on which the Agreement was last modified will be updated at the top of this Agreement. Framework will provide Customer with reasonable notice prior to any amendments or modifications taking effect, by method reasonably designed to provide notice to Customer. If Customer places a Purchase Order with Framework after the effective date of the revised Agreement, such Purchase Order will constitute Customer’s acceptance of the revised Agreement as of the date of execution of such Purchase Order.

14. Notice. All notices or other communications hereunder shall be in writing and addressed to the Parties at the addresses set forth in the Purchase Order (or to such other address that may be designated by the Party giving Notice from time to time in accordance with this Section). All Notices must be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile or email (with confirmation of transmission) or certified or registered mail (in each case, return receipt requested, postage pre-paid). Except as otherwise provided in this Agreement, a Notice is effective only: (i) upon receipt by the receiving Party; and (ii) if the Party giving the Notice has complied with the requirements of this Section.

17. Applicable Law. This Agreement shall be interpreted and governed by the laws of the state of California. In the event of any claim or controversy between the Parties, the Parties agree that the state or federal court in Los Angeles County, California shall be the sole and exclusive forum to resolve any such dispute.

18. Dispute Resolution. For any dispute in connection with this Agreement, the Parties agree to first attempt to mutually resolve the dispute informally via negotiation. If the dispute has not been resolved after sixty (60) days, the Parties agree to resolve any claim, dispute, or controversy (excluding any claims for injunctive or other equitable relief as provided below) arising out of or in connection with or relating to this Agreement, or the breach or alleged breach thereof (collectively, “Claims”), by binding arbitration by JAMS, under the Optional Expedited Arbitration Procedures then in effect for JAMS, except as provided herein. The arbitration will be conducted in Los Angeles, California unless otherwise agreed. Each Party will be responsible for paying any JAMS filing, administrative and arbitrator fees in accordance with JAMS rules, and the award rendered by the arbitrator may include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Notwithstanding the foregoing, either Party may seek injunctive or other equitable relief in any court of competent jurisdiction for claims arising out of or relating to the actual or threatened breach of such Party’s rights under Section 9 or Section 10 of this Agreement.

19. Relationship of the Parties. It is the intent of the Parties that during the term of this Agreement, Framework and Customer shall be independent contractors, and nothing set forth herein shall be deemed or construed to render the Parties as joint venture partners or employer and employee. No Party is authorized to make any commitment or representation on the other's behalf.

20. Miscellaneous. If any provisions of this Agreement shall be held invalid, illegal, or unenforceable, such provision shall not affect or impair the validity, legality, or enforceability of this Agreement or any of the other provisions hereof, and there shall be substituted for the provision at issue a valid and enforceable provision as similar as possible to the provision at issue. No waiver in any one or more instances by the Parties of any of the terms or conditions of this Agreement or a breach of any of the provisions hereof shall be deemed to be a further or continuing waiver of any such terms or conditions in other circumstances or any succeeding breach.

21. Publicity. Framework may identify Customer as a Customer and may use Customer’s name, logo, and other trademarks in Framework’s customer list, press releases, blog posts, advertisements, and website (and all use thereof and goodwill arising therefrom shall inure to the sole and exclusive benefit of Customer). Otherwise, neither Party may use the name, logo, or other trademarks of the other Party for any purpose without the other Party’s prior written approval.