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2033 Oak Industrial Dr. NE, Grand Rapids, MI 49505 www.terryberry.com
<br />REV: 08-05-26 VR
<br />15/36
<br />functionality relating thereto, or any comments, questions, suggestions, or the like (collectively, "Feedback"), Terryberry is free to
<br />use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback. Customer hereby
<br />assigns to Terryberry on Customer's behalf, and on behalf of its employees, contractors and/or agents, all right, title, and interest
<br />in, and Terryberry is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques,
<br />or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although Terryberry is not required to
<br />use any Feedback.
<br />8.5. Trademark. Customer will furnish Terryberry with all Customer Marks it desires to include in any Goods. Customer grants to
<br />Terryberry a non-exclusive, non-transferable right and license to use the Customer Marks in association with all purposes
<br />contemplated under this Manufacturing Agreement.
<br />9. WARRANTIES
<br />9.1. Mutual Warranties. Each Party hereby represents and warrants to the other Party as follows: (i) such Party is an entity duly
<br />formed, organized and existing in good standing in such Party’s state of formation; (ii) such Party has full power and all requisite
<br />legal and entity authority to enter into this Manufacturing Agreement; and (iii) such Party’s execution, delivery, and performance of
<br />this Manufacturing Agreement shall not constitute (a) a violation of any judgment, order, or decree; (b) a material default under
<br />any material contract by which such Party or any of its material assets are bound; or (c) an event that would, with notice or lapse of
<br />time, or both, constitute such a default.
<br />9.2. Customer's Representations and Warranties. Customer represents and warrants to Terryberry that:
<br />9.2.1. the execution of this Manufacturing Agreement by its Representative whose signature is set forth at the end of this
<br />Manufacturing Agreement, and the delivery of this Manufacturing Agreement by Customer, have been duly authorized by all
<br />necessary action on the part of Customer;
<br />9.2.2. the execution, delivery, and performance of this Manufacturing Agreement by Customer will not violate, conflict with, require
<br />consent under or result in any breach or default under (i) any of Customer's organizational documents (including its bylaws or
<br />articles of incorporation, (ii) any Applicable Law or (iii) with or without notice or lapse of time or both, the provisions of any
<br />Customer Contract;
<br />9.2.3. this Manufacturing Agreement has been executed and delivered by Customer and (assuming due authorization, execution,
<br />and delivery by Terryberry) constitutes the legal, valid, and binding obligation of Customer, enforceable against Customer in
<br />accordance with its terms;
<br />9.2.4. it is in compliance with all Applicable Laws and Customer Contracts relating to this Manufacturing Agreement, the Goods and
<br />the operation of its business;
<br />9.2.5. it has obtained all licenses, authorizations, approvals, consents, or permits required by applicable Laws to conduct its
<br />business generally and to perform its obligations under this Manufacturing Agreement;
<br />9.2.6. it is not insolvent and is paying all of its debts as they become due; and
<br />9.2.7. all financial information that it has provided to Terryberry is true and accurate and fairly represents Customer's financial
<br />condition.
<br />9.2.8. it owns and will at all times own, or otherwise has and will at all times have, all necessary rights, licenses, permissions and
<br />consents in and relating to the data provided or made available by or on behalf of Customer so that, as used, disclosed, hosted,
<br />stored and processed by Terryberry in accordance with the terms of this Manufacturing Agreement, they do not and will not infringe,
<br />misappropriate, or otherwise violate any right of any third party or violate any Applicable Law;
<br />9.2.9. the receipt and use by Terryberry of the Customer Marks and any other material provided by the Customer to Terryberry in
<br />the performance of this Manufacturing Agreement, its agents, subcontractors or consultants shall not infringe the rights, including
<br />any Intellectual Property Rights, of any third party.
<br />9.3. Limited Product Warranty. Subject to the provisions of Sections 9.4 through 9.8, Terryberry warrants to Customer (the "Product
<br />Warranty") that:
<br />ATTY/AGR.2026.217/Terryberry (Employee Service Awards) (Page 15 of 36)
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