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2033 Oak Industrial Dr. NE, Grand Rapids, MI 49505 www.terryberry.com
<br />REV: 08-05-26 VR
<br />19/36
<br />Manufacturing Agreement, the terms and conditions of this Manufacturing Agreement shall govern, unless the Order specifically
<br />references the conflicting or inconsistent term of this Manufacturing Agreement and specifically states that the conflicting or
<br />inconsistent term of the Order shall govern, then only with respect to such Order, the terms and conditions of the Order shall
<br />govern.
<br />12.3. Construction. All references to and mentions of the word “including” or the phrase “e.g.” means “including, without limitation.”
<br />“Or” is not exclusive. The terms and conditions of this Manufacturing Agreement shall not be construed in favor of or against either
<br />Party by reason of the extent to which either Party or its professional advisors participated in the preparation or drafting of this
<br />Manufacturing Agreement.
<br />12.4. Force Majeure. Any delay in or failure of performance by either Party under this Manufacturing Agreement, other than a failure
<br />to pay amounts when due, shall not be considered a breach of this Manufacturing Agreement, and shall be excused to the extent
<br />caused by any occurrence beyond the reasonable control of such Party. Such acts shall include, but not be limited to, fortuitous
<br />events and acts of God; wars, riots, terrorism and insurrections; laws, decrees, ordinances and governmental regulations; change in
<br />Applicable Laws; strikes and lockouts; transportation stoppages or slowdowns; hurricanes, earthquakes, floods, fires and
<br />explosions; pandemics and epidemics; and shelter-in-place or similar orders. Notwithstanding the foregoing, if such act or condition
<br />beyond the reasonable control of such Party continues for a period of one hundred and eighty (180) days or more, the unaffected
<br />Party may, on notice to the Party affected, terminate this Manufacturing Agreement, and neither Party shall have any further
<br />obligation to the other save for those provisions hereunder which, by their terms, survive the termination or expiration of this
<br />Manufacturing Agreement.
<br />12.5. Compliance with Export Controls. Customer will not export, re-export, divert, transfer, or disclose, directly or indirectly, or
<br />allow the use of, any Good, or any direct product thereof in violation of applicable United States export control requirements.
<br />Without limiting the generality of the immediately preceding sentence, Customer will not (i) re-export the Goods, or allow the use of
<br />the Goods by, an unauthorized or prohibited destination; (ii) transfer the Goods to, or allow the use of the Goods by, any Prohibited
<br />Person; or (iii) transfer, use or permit or authorize the use of the Goods in any unauthorized end-use (i.e. activities related to the
<br />proliferation of weapons of mass destruction).
<br />12.6. Commercial Computer Software. If Customer is an agency or contractor of the United States Government, Customer
<br />acknowledges and agrees that: (i) the Goods (including any software forming a part thereof) were developed entirely at private
<br />expense; (ii) the Goods (including any software forming a part thereof) in all respects constitute proprietary data belonging solely to
<br />Terryberry; (iii) the Goods (including any software forming a part thereof) are not in the public domain; and (iv) the software
<br />forming a part of the Goods is “Commercial Computer Software” as defined in sub-paragraph (a)(1) of DFAR section 252.227-7014
<br />or FAR Part 12.212. Customer shall provide no rights in the Software (including any software forming a part thereof) to any U.S.
<br />Government agency or any other party except as expressly provided in this Manufacturing Agreement.
<br />12.7. No Third Party Beneficiaries. Except for indemnified parties in Section 10, no person or entity other than the Parties hereto,
<br />and their respective successors and/or assigns, shall have any right, remedies, obligations or liabilities under the terms of this
<br />Manufacturing Agreement.
<br />12.8. Notice. Any and all notices, requests, demands and other communications required or otherwise contemplated to be made
<br />under this Manufacturing Agreement shall be in writing and in English to the address set forth below, provided by one or more of the
<br />following means and deemed to have been duly given (i) if delivered personally, when received; (ii) if delivered by certified or
<br />registered mail (postage prepaid and return receipt requested), when received; (iii) if transmitted by facsimile (to those for whom a
<br />facsimile number is set forth below), on the date of receipt of the transmission confirmed by receipt of a transmittal confirmation; or
<br />(iv) if delivered by courier service, on the third business day following the date of deposit with such courier service. Either Party may
<br />change its address by giving notice as provided herein of the new address to the other Party.
<br />To Terryberry: Notices to Terryberry shall be sent to:
<br />2033 Oak Industrial Drive NE
<br />Grand Rapids, Michigan 49505
<br />ATTY/AGR.2026.217/Terryberry (Employee Service Awards) (Page 19 of 36)
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