This is the contract to be used for the assignment: Trane Contract Agreement Contract Number: 12345 This Supply Agreement (Agreement) is entered into by and between Trane U.S. Inc. (Buyer) and {Company Name} (Supplier) as of {Effective Date} (Effective Date). Supplier agrees to sell to Buyer and Buyer agrees to buy from Supplier on a nonexclusive basis the Products in accordance with the terms and conditions stated herein. Upon written notice to Supplier, Buyers authorized subcontractors shall have the ability to purchase, and Supplier shall sell to such authorized subcontractors, Products on behalf of Buyer pursuant to the terms of this Agreement. 1.1 Products. The Product(s) are Widgets. 1.2 Price. The price(s) for the Products are $5/Widget. All prices are fixed for the duration of this Agreement, unless specified elsewhere in this Agreement. 1.3 Term. This Agreement will commence on the Effective Date and, unless earlier terminated hereunder, will expire on {Original Expiration Date}. 1.4 Conditions of Purchase. All purchases made pursuant to this Agreement are subject to the provisions of the Supply Agreement Terms and Conditions ("Terms") attached hereto and incorporated herein by reference. 1.5 Addresses for Notices. Notices shall be furnished in accordance with Section 2.37 and delivered to the following addresses or such other addresses as either party may hereinafter designate by notice to the other: 2.1 Acceptance and Terms and Conditions. The purchase of the Products hereunder is conditioned upon these Terms. These Terms shall apply and are incorporated into every subsequent purchase order issued by Buyer (Purchase Order). No other terms or conditions including, without limitation, Suppliers standard printed terms and conditions, on Suppliers proposal, order acknowledgment, invoice or otherwise, will have any application to any purchase between Buyer and Supplier unless specifically accepted in writing by Buyer. 2.2 Buyer's Commitment. Unless otherwise specifically agreed to in writing by Buyer, Supplier shall not make material commitments or production arrangements in excess of the amount or in advance of the time necessary to meet Buyer's order. Supplier shall be solely responsible for managing its own inventory with respect to Products purchased and sold hereunder. 2.3 Pricing. Unless otherwise specified in a Purchase Order, prices for Products are in U.S. dollars. No charges or price increases of any kind shall be allowed unless specifically agreed to by Buyer in writing. Any applicable sales, use or Federal excise taxes shall be shown separately on the invoice. Supplier warrants that it is selling at the lowest or most favorable prices that it offers to other buyers for Products of the same quality to that herein. If during the term of the Supply Agreement, Buyer receives a bona fide offer from another supplier to supply any Product at a price below that in effect for the Products purchased under the Supply Agreement and Buyer presents reasonable evidence to Supplier that Supplier will meet the price for the Product for the duration of the Supply Agreement or, if Supplier fails to meet such price, then Buyer shall have the right to purchase the Product from the other supplier, as well as the right, but not the obligation, to terminate the Supply Agreement without liability other than to pay for Products ordered by Buyer prior to termination that are subsequently delivered by Supplier in accordance with the Supply Agreement. 2.4 Termination for Convenience. In addition to any rights under the Supply Agreement, Buyer reserves the right to cancel all or any part of the Supply Agreement or a Purchase Order for Buyers convenience by written notice to Supplier. In the event of such termination, Supplier shall immediately stop all work hereunder, and shall immediately cause any of its suppliers or subcontractors to cease such work. Upon such termination for convenience, Buyer shall not incur any further cost or liability to Supplier except for Products delivered previously pursuant to the Supply Agreement. 2.5 Termination for Cause. Should Supplier (i) (a) become insolvent, (b) become unable to pay its debts as they mature, (c) make a general assignment for the benefit of creditors, (d) come under a suspension of payments, (e) have a receiver appointed for the whole or any substantial part of its assets or (f) become in any way the subject of a bankruptcy petition, (ii) have a change in ownership or management such that a competitor of Buyer gains an ownership or controlling interest in Supplier, and/or (iii) materially default in the performance of any provision of the Supply Agreement or any Purchase Order thereunder, Buyer may in its discretion terminate the Supply Agreement (in whole or in part) and/or any Purchase Order for "cause" by giving Supplier seven (7) days prior written notice thereof. In the event Supplier, within the seven (7) days following said notice from Buyer, corrects the cause giving rise to the notice to the satisfaction of Buyer, in Buyers sole discretion, the cause of termination shall be deemed void and the Supply Agreement shall continue in effect. In the event Buyer terminates the Supply Agreement or any Purchase Order pursuant to this Section 2.5, Supplier shall immediately stop all work hereunder, and shall immediately cause any of its suppliers or subcontractors to cease such work, and Buyer shall have all rights and remedies available under law and equity. In the event of termination for cause, Buyer may produce or purchase or otherwise acquire the Products (or parts thereof) elsewhere on such terms or in such manner as Buyer may deem appropriate, and Supplier shall be liable to Buyer for any excess cost or other expenses incurred by Buyer. Buyer may notify Supplier that all right, title, and interest in and to all or any portion of materials acquired by Supplier for the performance of the Supply Agreement, work-in-process, and/or completed Products specified in such notice, shall pass immediately to Buyer upon payment therefor. 2.6 Inspections. Buyer shall have the right to reject any nonconforming Products and Supplier shall assume title and risk of loss of all nonconforming Product and shall promptly reimburse Buyer for all costs incurred by Buyer as a result of such rejection of nonconforming Products. Payment for Products delivered or inspection by Buyer shall not constitute acceptance of the Products and shall not relieve Supplier of its warranty or other obligations hereunder. 2.7 Warranties. Supplier warrants that all Products sold to Buyer will be (i) free of any claim of any nature by any third person and that Supplier shall convey clear title to Products to Buyer, (ii) of merchantable quality free from all defects in design, workmanship and materials, and shall be fit for the particular purposes for which they are purchased, (iii) in compliance with all applicable laws, rules and regulations, and (iv) manufactured and provided in strict accordance with the specifications, designs, drawings, or other requirements, including performance specifications. Suppliers warranties s hall extend for a time period equal to timeframe extended by Buyer to its customers for units in which the Products are used (Buyers Units). The warranties contained in this Section are in addition to and are not be construed as restricting or limiting any warranties or remedies of Buyer, express or implied, which are provided by the Supply Agreement or by law. Any attempt by Supplier to limit, disclaim or restrict any such warranties or remedies of Buyer, in any manner whatsoever shall be null, void, and ineffective. Inspection, test, acceptance, or use of the Products in Buyers Units shall not affect the Suppliers obligation under Sellers warranties and shall survive inspection, test, acceptance, and/or use. Upon notice from Buyer that Product failed within the warranty timeframe, in addition to any rights or remedies Buyer may have under the Supply Agreement or at law, Supplier shall reimburse Buyer for all direct or indirect costs incurred by Buyer as result of such failure including all repair and replacement costs and Supplier shall replace such defective Products at no cost to Buyer. Warranty failures shall be returned to Supplier at Suppliers expense and at Buyers discretion. This provision shall survive termination or expiration of any Purchas e Order or the Supply Agreement. 2.8 Supplier Changes. Supplier shall not make any changes in the specifications, physical composition of, or processes used to manufacture the Products hereunder without Buyer's prior written consent. 2.9 Assignment. Unless Buyer has provided prior written consent, any partial or complete assignment by Supplier of right(s) or delegation of obligation(s) hereunder, including subcontracting, shall be void. Notwithstanding any permitted assignment, such assignment shall not relieve Supplier of its obligations and liabilities hereunder. 2.10 Confidentiality. Supplier will keep all Buyer information confidential. This provision shall survive termination or expiration of the Supply Agreement and any Purchase Orders. 2.11 Delivery and Delays. Specific requirements regarding delivery, packaging of Products shall be detailed in a Purchase Order and/or within the Supply Agreement. Delivery is not complete until Products have been actually received and accepted by Buyer as set forth herein. Except for delays caused by Buyer or a Force Majeure event (as defined herein), TIME IS OF THE ESSENCE WITH RESPECT TO DELIVERY UNDER THESE TERMS. If, for any reason, Supplier anticipates difficulty in complying with a required delivery date or meeting any other requirements of a Purchase Order, Supplier shall immediately notify Buyer in writing, providing details of the anticipated difficulty in complying. If Supplier does not comply with Buyers delivery requirements, in addition to such other rights and remedies it may have, Buyer may, in its sole discretion, (i) require delivery by the fastest way to meet the delivery dates in any Purchase Order or release at the sole expense of Supplier, (ii) submit a revised Purchase Order or release, or (iii) terminate any Purchase Order or release without liability to Supplier. Supplier shall be liable to Buyer for all reasonable costs incurred by Buyer. This provision shall survive termination or expiration of any Purchase Order or the Supply Agreement. 2.12 Indemnification. Supplier s hall indemnify, defend and hold Buyer, and its officers, directors, employees and agents (collectively the "Indemnitees") harmless from and against any and all damages, claims, losses, expenses, costs, obligations, liabilities, including without limiting the generality of the foregoing, liabilities for attorney's fees, suffered directly or indirectly by an Indemnitee by reason of, or arising out of (i) any breach of any representation or warranty made by Supplier, (ii) any failure by Supplier to perform or fulfill any of its covenants or acts or omissions, or (iii) any litigation, proceeding or claim by any third party relating in any way to the obligations of Supplier. Supplier shall not consummate any settlement without the Indemnitees prior written consent. Suppliers obligation to indemnify Indemnitees will continue in full force and effect notwithstanding the termination or expiration of any Purchase Order or the Supply Agreement. In any claim against an Indemnitee by an employee of Supplier or any subcontractor or anyone directly or indirectly employed by any of them or anyone for whose acts they may be liable, the indemnification obligations set forth in this Section shall not be limited in any way by or for Supplier or any subcontractor under any applicable workers compensation act, disability or other employee benefit act. This provision shall survive termination or expiration of any Purchase Order or the Supply Agreement. 2.13 Intellectual Property Indemnity. Supplier warrants that the Products shall be free of the claim of any person arising from patent, copyright, trademark or trade secret infringement and shall hold Buyer harmless from and defend Buyer against any such claim or demand and damages, including attorneys fees and expenses, in connection therewith. 2.14 Use of Name; Advertising. Supplier shall not use Buyers name, logo, trademark or any other proprietary information for any purpose whatsoever, including but not limited to any advertising and press releases, without the prior written approval of Buyer. This provision shall survive termination or expiration of any Purchase Order or the Supply Agreement. 2.15 Liens. Supplier shall pay for all labor, services, materials, equipment, parts, and other expenses incurred by it in connection with meeting Suppliers obligations, and shall indemnify and defend and hold Buyer harmless against all claims and liens arising out of person accurately predict that your Company will make a $2 per Widget profit? What changes to Section 2.25 would make your Companys obligation to Trane clearer from a quality requirement standpoint?

5.If your Companys warehouse burns down and you are not able to meet your delivery obligation to Trane, does the Agreement provide for an extension of time? What if your material supplier fails to deliver the materials to you on-time? See Sections 2.11 and 2.21.

6.What are the delivery terms of the Agreement? See Section 2.17. Does the UCC apply to this Agreement? What if the UCC and Section 2.17 are inconsistent?

7.What provisions in the Agreement are intended to address the FCPA or Sarbanes-Oxley?

8.Does the Agreement permit your Company to stop supplying Widgets to Trane if they fail to pay on a timely basis? If not, does the UCC apply?

9.As described in the introductory paragraph, your Company subcontracts with another company to provide labor to produce the Widgets. Does the Agreement permit this arrangement? See Section 2.9.

10.Do you think this Agreement reflects the understanding that your Salesperson has regarding this