Common use of Supplier Services Clause in Contracts

Supplier Services. Supplier shall provide Company the Services as set forth in this Agreement in exchange for the agreed fee schedule set forth in the table of schedules, project activities and milestones attached hereto in Exhibit A (the “Project Plan”). 2.1.1 Supplier shall use Commercially Reasonable Efforts to meet the project deadlines and achieve the milestones set forth in the Project Plan. 2.1.2 With Company’s cooperation as set forth below, Supplier shall prepare and deliver to Company, in accordance with the Project Plan, the Design Package. 2.1.3 The Services shall be subject to and performed in accordance with Supplier’s 03 June 2022 proposal and the modified Orgalime SI 14 with the amendments of B&B Packaging Technologies, L.P terms and conditions as set forth in Exhibit B hereto (the “Supply Terms”). The Parties intend for the express terms and conditions contained in this Agreement (including the Supply Terms and all other Schedules and Exhibits hereto) to exclusively govern and control each of the Parties' respective rights and obligations regarding the Services and the manufacture, purchase and sale of the Equipment, and the Parties' agreement is expressly limited to such terms and conditions. Notwithstanding the foregoing, if any terms and conditions contained in the Supply Terms conflict with any terms and conditions contained in this Agreement, the applicable term or condition of this Agreement will prevail and such contrary or different terms will have no force or effect. Except for such contrary terms, the terms and conditions of the Supply Terms are incorporated by reference into this Agreement for all applicable purposes hereunder. Without limitation of anything contained in this Section 2.1, any additional, contrary or different terms contained in any of Supplier's invoices or other communications, and any other attempt to modify, supersede, supplement or otherwise alter this Agreement, are deemed rejected by Company and will not modify this Agreement or be binding on the Parties unless such terms have been fully approved in a signed writing by authorized Representatives of both Parties. 2.1.4 Supplier guarantees that the Equipment and the modules used in the Equipment are free of any 3rd party intellectual property or that there are no intellectual property barriers to use the Equipment in the United States and any other country or countries that will be defined by both Parties.

Supplier Services. Supplier shall provide Company the Services as set forth in this Agreement in exchange for the agreed fee schedule set forth in the table of schedules, project activities and milestones attached hereto in Exhibit A (the “Lead Line Project Plan”). 2.1.1 Supplier shall use Commercially Reasonable Efforts to meet the project deadlines and achieve the milestones set forth in the Lead Line Project Plan. 2.1.2 With Company’s cooperation as set forth below, Supplier shall prepare and deliver to Company, in accordance with the Lead Line Project Plan, a customized package for the design, manufacture and installation of the Lead Line (the “Fameccanica Design Package”), which shall include without limitation all designs of the Lead Line and its components and all instructions as may be reasonably necessary for their design, manufacture, installation and use. 2.1.3 The Services shall be subject to and performed in accordance with Supplier’s 03 June 2022 proposal standard purchase order and the modified Orgalime SI 14 with the amendments of B&B Packaging Technologies, L.P supply terms and conditions as set forth in Exhibit B hereto (the “Supply Terms”). The Parties intend for the express terms and conditions contained in this Agreement (including the Supply Terms and all other Schedules and Exhibits hereto) to exclusively govern and control each of the Parties' respective rights and obligations regarding the Services and the manufacture, purchase and sale of the EquipmentLead Line, and the Parties' agreement is expressly limited to such terms and conditions. Notwithstanding the foregoing, if any terms and conditions contained in the Supply Terms conflict with any terms and conditions contained in this Agreement, the applicable term or condition of this Agreement will prevail and such contrary or different terms will have no force or effect. Except for such contrary terms, the terms and conditions of the Supply Terms are incorporated by reference into this Agreement for all applicable purposes hereunder. Without limitation of anything contained in this Section 2.1, any additional, contrary or different terms contained in any of Supplier's invoices or other communications, and any other attempt to modify, supersede, supplement or otherwise alter this Agreement, are deemed rejected by Company and will not modify this Agreement or be binding on the Parties unless such terms have been fully approved in a signed writing by authorized Representatives of both Parties. 2.1.4 At the completion of the Shakedown Milestone (as identified on Exhibit A) and, prior to shipping the Lead Line to Company, Supplier guarantees that the Equipment and the modules used in the Equipment are free of any 3rd party shall engage a reputable intellectual property or that there are no law firm to perform an appropriate intellectual property freedom to practice analysis for the Lead Line (the “IP FTP”) in order to identify potential intellectual property barriers to use commercialize the Equipment Supplier Technology effectively incorporated into the Lead Line in the United States and any other country or countries that will be defined by both Parties. In the event that Supplier does not receive a positive IP FTP analysis, Supplier shall use Commercially Reasonable Efforts to cure any issues highlighted in the IP FTP analysis, so as to receive a positive subsequent IP FTP analysis. If Supplier is unable to receive a positive IP FTP analysis after making Commercially Reasonable Efforts to cure, Supplier will be in material breach of this Agreement. In this event, Supplier will maintain the ownership of the Lead Line and agrees to refund to the Company all incurred payments related to the Machine up to the date of the breach, in any case not exceeding the value of [***] USD.