Sample Material Supply Agreement

1. Introduction

This Material Supply Agreement ("Agreement") is entered into as of the [Effective Date], by and between [Your Company Name], with a principal place of business at [Your Company Address] ("Supplier"), and DexTrium, with a principal place of business at Durham, NC 27701 ("Purchaser").

2. Purpose

The purpose of this Agreement is to establish the terms and conditions under which the Supplier agrees to provide and deliver certain materials to the Purchaser, as specified herein, and the Purchaser agrees to purchase such materials from the Supplier.

3. Definitions

For the purpose of this Agreement, the following terms shall have the meanings set forth below:

"Materials" shall mean the items outlined in Schedule A attached hereto and as amended from time to time.

"Delivery Date" shall mean the date on which materials are to be delivered to the Purchaser, as specified in each purchase order.

4. Supply of Materials

4.1 Purchase Orders

Purchaser shall issue a purchase order for each order of Materials. Each order shall include the type and quantity of Materials being ordered, applicable prices, and the required Delivery Date.

4.2 Delivery

Supplier agrees to deliver the Materials to Purchaser at the address specified in each purchase order, by the specified Delivery Date.

5. Terms and Conditions

5.1 Prices and Payment

Prices for the Materials are as set forth in Schedule B attached hereto, and as amended from time to time. Purchaser agrees to pay Supplier the amounts due for each purchase order within thirty (30) days of receipt of an invoice.

5.2 Warranties

Supplier warrants that all Materials supplied under this Agreement shall conform to the specifications provided by Purchaser and shall be free from defects in material and workmanship.

5.3 Liability

Both parties shall be responsible for their own acts and omissions and the acts and omissions of their respective employees, agents, and contractors during the performance of this Agreement.

6. Term and Termination

This Agreement shall commence on the Effective Date and shall continue until terminated by either party giving thirty (30) days written notice to the other party.

7. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of [State].

8. Entire Agreement

This Agreement, including all schedules and attachments hereto, constitutes the entire agreement between the parties and supersedes all prior agreements and understandings.