|
2033 Oak Industrial Dr. NE, Grand Rapids, MI 49505 www.terryberry.com
<br />REV: 08-05-26 VR
<br />20/36
<br />Attn: General Counsel
<br />To Customer: Notices to Customer shall be sent to the address provided on the Order.
<br />12.9. Successors and Assigns. All provisions of this Manufacturing Agreement shall be binding upon, inure to the benefit of, and be
<br />enforceable by and against, the respective successors and permitted assigns of Terryberry and Customer.
<br />12.10. Governing Law; Jurisdiction.
<br />12.10.1. Customers Located in Canada, the United States, or the Americas. If Customer’s billing address set forth on the Order is
<br />located in Canada, North America, Central America, or South America, each Party agrees to the governing law of the State of
<br />Michigan, United States, without regard to choice or conflict of law rules, and to the exclusive jurisdiction of the state and federal
<br />courts located in Kent County, Michigan, United States with respect to any dispute, claim, action, suit, or proceeding (including non-
<br />contractual disputes or claims) arising out of or in connection with this Manufacturing Agreement, or its subject matter formation.
<br />12.10.2. Customers Located in the United Kingdom, EEA, or APAC. If Customer’s billing address set forth on the Order is located in
<br />United Kingdom, European Economic Area, or the Asia-Pacific Region, each Party agrees to the governing law of England and Wales
<br />without regard to choice or conflict of law rules, and to the exclusive jurisdiction of the state and federal courts located in England
<br />and Wales with respect to any dispute, claim, action, suit, or proceeding (including non-contractual disputes or claims) arising out of
<br />or in connection with this Manufacturing Agreement, or its subject matter formation.
<br />12.10.3. Equitable Remedies. Customer acknowledges and agrees that (a) a breach or threatened breach by Customer of any of its
<br />obligations under Section 7 would give rise to irreparable harm to Terryberry for which monetary damages would not be an
<br />adequate remedy and (b) in the event of a breach or a threatened breach by Customer of any such obligations, Terryberry shall, in
<br />addition to any and all other rights and remedies that may be available to Terryberry at law, at equity or otherwise in respect of
<br />such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any
<br />other relief that may be available from a court of competent jurisdiction, without any requirement to post a bond or other security,
<br />and without any requirement to prove actual damages or that monetary damages will not afford an adequate remedy. Customer
<br />agrees that Customer will not oppose or otherwise challenge the appropriateness of equitable relief or the entry by a court of
<br />competent jurisdiction of an order granting equitable relief, in either case, consistent with the terms of this Section 12.10.3.
<br />12.10.4. Application of Legislation. Except to the extent expressly required by Applicable Law, neither the United Nations Convention
<br />on Contracts for the International Sale of Goods 1980, nor any international and domestic legislation implementing such
<br />Convention, applies to this Manufacturing Agreement. The Parties’ rights and obligations under this Manufacturing Agreement are
<br />solely and exclusively as set forth in this Manufacturing Agreement and the Uniform Computer Information Transactions Act
<br />(“UCITA”), whether enacted in whole or in part by any state or applicable jurisdiction, regardless of how codified, does not apply to
<br />this Manufacturing Agreement and is hereby disclaimed. The Parties will amend this Manufacturing Agreement as may be necessary
<br />to comply with any mandatory disclaimer language required by UCITA in any applicable jurisdiction
<br />12.11. Waiver of Jury Trial. To the extent not prohibited by Applicable Law, each of the Parties hereby irrevocably waives any and all
<br />right to trial by jury in any legal proceeding arising out of or related to this Manufacturing Agreement.
<br />12.12. Assignment. Neither Party may assign any of its rights or obligations under this Manufacturing Agreement without the other
<br />Party’s prior written consent, which will not be unreasonably withheld. Notwithstanding the foregoing, either Party may assign any
<br />and all of its rights and obligations under this Manufacturing Agreement to a successor in interest in the event of a merger or
<br />acquisition or to an Affiliate, upon written notice to the other Party. Any purported assignment, pledge, delegation or transfer in
<br />violation of this Section 12.13 is null and void.
<br />12.13. Waivers; Amendments.
<br />12.13.1. All waivers must be in writing. Any waiver or failure to enforce any provision of this Manufacturing Agreement on one
<br />occasion shall not be deemed a waiver of any other provision or of such provision on any other occasion. Subject to Section 12.14.2,
<br />this Manufacturing Agreement may be amended only by a written document signed by duly authorized representatives of each
<br />Party.
<br />ATTY/AGR.2026.217/Terryberry (Employee Service Awards) (Page 20 of 36)
|