6. Duration & Termination

6.1 Effective Date and Duration. This Agreement shall become effective on the date stated on Contract and shall continue in effect for a period of 12 months.

6.2 Stockist Option to Void Renewal. Stockist shall have the option to void renewal of this Agreement by providing prior written notice to The Truprint Group within 3 months of the end of the initial period of this Agreement.

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6.3 Termination. Either Party may terminate this Agreement prior to its expiration upon the occurrence of either of the following: (i) the other Party becomes insolvent, or institutes (or there is instituted against it) proceedings in bankruptcy, insolvency, reorganization or dissolution, makes an assignment for the benefit of creditors or becomes nationalized or has any of its material assets confiscated or expropriated; or (ii) the other Party (in this case, the “breaching Party”) fails to perform any of its obligations hereunder and fails to correct such failure within 14 calendar days after receiving written demand therefore from the non-breaching Party, specifying the failure in sufficient detail for the breaching Party to correct such failure; provided, however, that upon a second breach of the same obligation by such Party, the other Party may forthwith terminate this Agreement upon notice to the breaching Party.

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7. Right of Parties at Termination

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7.1 Obligations After Termination. In the event that this Agreement is terminated or expires on its own terms, The Truprint Group shall have no further responsibilities to Stockist except that in the event the Agreement terminates for any reason other than a breach hereof by Stockist, The Truprint Group shall be obligated to process orders accepted by The Truprint Group prior to the effective date of such termination or expiration or within 14 days thereafter.

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7.2 Survival. Notwithstanding anything to the contrary set forth herein, no termination of this Agreement shall relieve any Party from any obligations hereunder which are outstanding on or relate to matters or claims occurring or arising prior to, the date of such termination or which survive such termination by their own terms or nature.

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8. Indemnification & Limitation of Liability

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8.1 Indemnification. Each Party (“Indemnifying Party”) shall indemnify, hold harmless and defend the other Party (“Indemnified Party”) and its officers, directors, agents, employees, and affiliates, from and against any and all claims, demands, actions, costs, expenses, liabilities, judgments, causes of action, proceedings, suits, losses and damages of any nature, which are threatened or brought against, or are suffered or incurred by, the Indemnified Party or any such person to the extent caused directly by acts or omissions of the Indemnifying Party relating to this Agreement, including without limitation (i) any negligent or tortious conduct, (ii) any breach of any of the representations, warranties, covenants or conditions of the Indemnifying Party contained in this Agreement, (iii) any violation of applicable laws or regulations, (iv) infringement or violation of any patent, copyright, trade secret, or other intellectual property of any third party, and (v) any breach of any express or implied warranties relating to the Products, including implied warranties of merchantability and fitness for a particular purpose.

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8.2 Limitation of Liability. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY SPECIAL, INDIRECT, EXEMPLARY OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS AGREEMENT OR PURCHASE OR USE OF THE PRODUCTS.

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9. Force Majeure

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Neither Party shall be held liable for any failure to perform that is due to any cause or circumstance beyond the reasonable control of such Party, including without limitation a demand for such Products and other products manufactured by the Truprint Group which exceeds The Truprint Group’s ability to supply them, earthquakes, fire, accidents, floods, storms, other Acts of God, riots, wars, rebellions, strikes, lockouts or other labor disturbances, national or international emergencies, failure to secure materials or equipment from usual sources of supply, failure of carriers to furnish transportation, government rules, regulations, acts, orders, restrictions or requirements or any other cause or circumstance beyond the reasonable control of such Party. No such inability to deliver or delay in delivery shall invalidate the remainder of this Agreement.

10. Trademarks

Stockist shall not dispute or contest for any reason whatsoever, directly or indirectly, during the term of this Agreement and thereafter, the validity, ownership, or enforceability of any of the trademarks of The Truprint Group, nor directly or indirectly attempt to acquire or damage the value of the goodwill associated with any of the trademarks of The Truprint Group, nor counsel, procure or assist any third Party to do any of the foregoing. Stockist will not institute any proceedings with respect to the trademarks of The Truprint Group either in Stockist’s own name or on behalf of The Truprint Group without express written permission of The Truprint Group. Stockist shall assign to The Truprint Group, without charge, any rights in the trademarks of The Truprint Group that may inure to the benefit of Stockist pursuant to this Agreement or otherwise. Stockist shall execute any documents or do any acts that may be required to accomplish the intent of this Section 10.

11. General Provisions

11.1 Amendments. This Agreement may be amended only by a writing signed by each of the Parties, and any such amendment shall be effective only to the extent specifically set forth in such writing.

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11.2 Governing Law. This Agreement is a contract under the laws of the United Kingdom (and/or England, Wales, Scotland, Northern Ireland) and for all purposes shall be governed by and construed in accordance with the substantive laws of the United Kingdom (and/or England, Wales, Scotland, Northern Ireland), without regard to its principles of conflicts of laws provisions.

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11.3 Disputes. The Parties shall seek to resolve any dispute, controversy, or claim arising out of or in connection with this Agreement, including without limitation, any dispute regarding the enforceability of any provision, through good faith negotiations between them within 14 days of any notice of dispute being served or such longer period of time as may be mutually agreed between the Parties. If the Parties are unable to resolve the dispute within this timeframe, and one or both parties one or both parties desire to pursue the dispute, the complaining party must submit the dispute to binding arbitration in accordance with the rules and regulations of The London Court of International Arbitration (LCIA).  The Parties will share equally the cost of arbitrating such dispute. The arbitrator(s) shall not be empowered to award punitive or other damages in excess of compensatory damages, and both parties irrevocably waive the right to any such damages. Judgment on the award rendered by the arbitrator(s) may be entered by any court having jurisdiction over the dispute. In the event that the parties cannot agree upon an arbitrator within a 28-day period, each party shall designate an arbitrator and those two arbitrators shall choose a third arbitrator, with that third arbitrator serving as the sole arbitrator of the dispute.

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11.4 Assignment. Neither Party shall assign, pledge or otherwise transfer any of its rights, interest, or obligations hereunder, whether by operation of law or otherwise, without the prior express written consent of the other Party.

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11.5 Counterparts; Telefacsimile Execution. This Agreement may be executed in any number of counterparts, and by each of the Parties on separate counterparts, each of which, when so executed, shall be deemed an original, but all of which shall constitute but one and the same instrument. Delivery of an executed counterpart of this Agreement by telefacsimile shall be equally as effective as delivery of a manually executed counterpart of this Agreement. Any Party delivering an executed counterpart of this Agreement by telefacsimile shall also deliver a manually executed counterpart of this Agreement, but the failure to deliver a manually executed counterpart shall not affect the validity, enforceability, or binding effect of this Agreement.

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11.6 Cumulative Remedies. The rights and remedies of the Parties hereunder are cumulative and not exclusive of any rights or remedies which the Parties would otherwise have. No single or partial exercise of any such right or remedy by a Party, and no discontinuance of steps to enforce any such right or remedy, shall preclude any further exercise thereof or of any other right or remedy of such Party.

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11.7 Entire Agreement. This Agreement contains the entire agreement of the Parties with respect to the transactions contemplated hereby and supersedes all prior written and oral agreements, and all contemporaneous oral agreements, relating to such transactions.

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11.8 Exhibits and Schedules. The exhibits or schedules attached hereto are an integral part hereof and all references herein to this Agreement shall include such exhibits and schedules.

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11.9 Notices. Unless otherwise specifically provided herein, all notices, consents, requests, demands, and other communications required or permitted hereunder:

11.9.1 shall be in writing; 11.9.2 shall be sent by messenger, certified or registered post, a reliable express delivery service or telecopier (with a copy sent by one of the foregoing means), charges prepaid as applicable, to the appropriate address(es) or number(s) set forth below; and

11.9.2 shall be deemed to have been given on the date of receipt by the addressee, as evidenced by

11.9.2.1 a receipt executed by the addressee (or a responsible person in his or her office), the records of the Person delivering such communication or notice to the effect that such addressee refused to claim or accept such communication, if sent by messenger, post or express delivery service, or

11.9.2.2 a receipt generated by the sender’s telecopier showing that such communication was sent to the appropriate number on a specified date if sent by telecopier. All such communications shall be sent to the addresses for each Party as first set forth above, or to such other addresses or numbers as any Party may inform the others by giving 28 days prior notice.

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11.10 Severability. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining portions hereof or affecting the validity or enforceability of such provision in any other jurisdiction.

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11.11 Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of each of the Parties and their respective successors and permitted assigns.