MASTER SALE OF GOODS AGREEMENT

(Mississippi UCC-Compliant)

[// GUIDANCE: This Agreement governs the sale of goods under Mississippi's adoption of UCC Article 2 (Miss. Code Ann. §§ 75-2-101 to 75-2-725). It is designed for commercial (business-to-business) transactions. If any party is a consumer, additional protections under the Mississippi Consumer Protection Act (Miss. Code Ann. §§ 75-24-1 to 75-24-29) may apply. CRITICAL MISSISSIPPI-SPECIFIC NOTES: (1) Mississippi has a 6-YEAR statute of limitations for sale-of-goods claims under Miss. Code Ann. § 75-2-725, unlike the standard 4-year period in most states; (2) The general contract SOL is only 3 years (Miss. Code Ann. § 15-1-49), so the UCC period is actually longer; (3) Mississippi's default interest rate is 8% per annum (Miss. Code Ann. § 75-17-1), but commercial entities may contract for up to 15% per annum or 5% above the Federal Reserve discount rate, whichever is greater. Mississippi imposes a 7% state sales tax. Ensure all placeholders are customized before execution.]

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Sale and Purchase of Goods
4. Pricing and Payment Terms
5. Delivery and Risk of Loss
6. Inspection and Acceptance
7. Warranties
8. Representations
9. Indemnification
10. Limitation of Liability
11. Intellectual Property
12. Confidentiality
13. Default and Remedies
14. Term and Termination
15. Dispute Resolution
16. General Provisions
17. Execution Block
18. Exhibits

1. DOCUMENT HEADER

MASTER SALE OF GOODS AGREEMENT

This Master Sale of Goods Agreement (this "Agreement") is entered into as of [EFFECTIVE DATE] (the "Effective Date") by and between:

SELLER:
- Legal Name: [SELLER LEGAL NAME]
- Entity Type: [Corporation / LLC / Partnership / Sole Proprietorship]
- State of Organization: [STATE]
- Principal Address: [ADDRESS]
- Mississippi Registered Agent (if foreign entity): [AGENT NAME AND ADDRESS]
- Contact: [NAME] | [EMAIL] | [PHONE]
- Mississippi Sales Tax Permit No.: [PERMIT NO. or N/A]

BUYER:
- Legal Name: [BUYER LEGAL NAME]
- Entity Type: [Corporation / LLC / Partnership / Sole Proprietorship]
- State of Organization: [STATE]
- Principal Address: [ADDRESS]
- Mississippi Registered Agent (if foreign entity): [AGENT NAME AND ADDRESS]
- Contact: [NAME] | [EMAIL] | [PHONE]
- Mississippi Sales Tax Exemption No.: [EXEMPTION NO. or N/A]

(each a "Party" and collectively the "Parties")

Recitals

WHEREAS, Seller is engaged in the business of manufacturing, distributing, and/or selling [DESCRIPTION OF GOODS]; and

WHEREAS, Buyer desires to purchase, and Seller desires to sell, such goods on the terms and conditions set forth herein; and

WHEREAS, the Parties intend this Agreement to be governed by the Uniform Commercial Code as adopted in Mississippi (Miss. Code Ann. Title 75);

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

2. DEFINITIONS

For purposes of this Agreement, capitalized terms have the meanings set forth below.

"Acceptance" — Buyer's acknowledgment that Goods conform to the Specifications, either expressly or as provided in Section 6 and Miss. Code Ann. § 75-2-606.

"Affiliate" — Any entity controlling, controlled by, or under common control with a Party, where "control" means ownership of more than fifty percent (50%) of voting interests.

"Buyer" — The Party identified as Buyer in Section 1.

"Business Day" — Any day other than a Saturday, Sunday, or a day on which banks in the State of Mississippi are authorized or required to close.

"Conforming Goods" — Goods that comply with the Specifications, this Agreement, and all applicable federal, state, and local laws and regulations.

"Delivery Date" — The date on which Goods are to be delivered as specified in a Purchase Order.

"Delivery Point" — The location where title and risk of loss transfer, as specified in Section 5.

"Force Majeure Event" — An event beyond a Party's reasonable control, including but not limited to acts of God, war, terrorism, pandemic, epidemic, natural disaster, fire, flood, hurricane, tornado, earthquake, government action, embargo, sanctions, labor dispute, supply chain disruption, or failure of third-party utilities or telecommunications.

[// GUIDANCE: Mississippi is particularly susceptible to hurricanes and severe weather events. The definition of Force Majeure explicitly includes hurricanes and tornadoes. Consider the geographic location of Seller's facility and Buyer's delivery point when assessing force majeure risks.]

"Goods" — The products, materials, equipment, or other tangible movable items to be sold by Seller to Buyer as described in Exhibit A or any Purchase Order, as defined in Miss. Code Ann. § 75-2-105.

"Intellectual Property" — Patents, copyrights, trademarks, trade dress, trade secrets, know-how, and other proprietary rights, whether registered or unregistered.

"Non-Conforming Goods" — Goods that do not conform to the Specifications, are defective, or otherwise fail to meet the requirements of this Agreement.

"Purchase Order" or "PO" — A written order submitted by Buyer to Seller pursuant to Section 3.2.

"Seller" — The Party identified as Seller in Section 1.

"Specifications" — The technical requirements, performance standards, quality criteria, and regulatory requirements for the Goods as set forth in Exhibit A or the applicable Purchase Order.

"UCC" — The Uniform Commercial Code as adopted in the State of Mississippi (Miss. Code Ann. Title 75, Chapters 1 through 9).

"Warranty Period" — The period during which Seller's warranties apply, as defined in Section 7.

3. SALE AND PURCHASE OF GOODS

3.1 Agreement to Sell

Subject to the terms and conditions of this Agreement, Seller agrees to sell and Buyer agrees to purchase the Goods described in Exhibit A and/or in Purchase Orders issued hereunder.

3.2 Purchase Orders

(a) Buyer may submit Purchase Orders specifying: (i) description and quantity of Goods; (ii) requested Delivery Date; (iii) Delivery Point; (iv) shipping instructions; and (v) pricing per the agreed Price Schedule (Exhibit B).

(b) Seller shall accept or reject each Purchase Order within [3/5] Business Days of receipt. Failure to respond within such period shall constitute acceptance.

(c) Accepted Purchase Orders become binding contracts subject to the terms of this Agreement.

(d) Each Purchase Order shall reference this Agreement by title and date and shall incorporate the terms hereof.

3.3 Order Changes and Cancellations

(a) Buyer may request changes to an accepted Purchase Order by written notice. Seller shall respond within [3] Business Days with any impact on price, delivery, or Specifications.

(b) Buyer may cancel a Purchase Order upon [X] days' prior written notice, subject to payment of:
- Raw materials already purchased and not returnable: at Seller's actual cost;
- Work in progress: at cost plus [X]% markup;
- Finished Goods: at the full Purchase Order price.

(c) Seller may not cancel an accepted Purchase Order except upon Buyer's material default or as otherwise provided herein.

3.4 Battle of Forms (Miss. Code Ann. § 75-2-207)

This Agreement governs all transactions between the Parties. Any additional or different terms in Buyer's purchase orders, Seller's order acknowledgments, invoices, shipping documents, or other forms are hereby rejected and shall not become part of the contract unless expressly agreed in a writing signed by both Parties. This provision constitutes written notice of objection to any such additional or different terms under Miss. Code Ann. § 75-2-207(2)(c).

[// GUIDANCE: Mississippi follows the standard UCC "battle of forms" framework. Between merchants, additional terms become part of the contract unless they materially alter it, notification of objection is given, or the offer limits acceptance. This blanket objection clause ensures this master agreement controls.]

3.5 Quantity Commitments

(a) If this Agreement specifies a minimum annual quantity, Buyer shall purchase at least the minimum quantity during each contract year, or pay Seller a shortfall fee of [X]% of the shortfall amount.

(b) Seller shall maintain sufficient production capacity to fulfill anticipated orders based on Buyer's rolling [90]-day forecasts, which shall be non-binding except as to the first [30] days.

(c) Output and requirements contracts are subject to Miss. Code Ann. § 75-2-306 and require good-faith performance.

4. PRICING AND PAYMENT TERMS

4.1 Pricing

(a) Prices for Goods are set forth in:
☐ Exhibit B (Price Schedule)
☐ Individual Purchase Orders
☐ Seller's then-current published price list less [X]% discount

(b) Unless otherwise specified, prices are in U.S. Dollars and:
☐ Include shipping, handling, and insurance (DDP)
☐ Exclude shipping, handling, and insurance (EXW/FOB)

(c) Prices are firm for [12/24] months from the Effective Date. Thereafter, Seller may adjust prices upon [60/90] days' prior written notice; provided that no increase shall exceed [X]% per year without Buyer's written consent.

4.2 Taxes

(a) Prices exclude all applicable Mississippi sales and use taxes (currently 7% state rate under Miss. Code Ann. § 27-65-17, which is among the highest state sales tax rates in the nation), excise taxes, and similar governmental charges. Buyer shall pay all such taxes or provide Seller with a valid Mississippi Sales Tax Exemption Certificate.

(b) Seller shall separately state all applicable taxes on each invoice.

(c) Each Party shall be responsible for its own federal and state income taxes.

[// GUIDANCE: Mississippi imposes a 7% general sales tax rate on most tangible personal property. Certain items such as manufacturing machinery and raw materials used directly in manufacturing may qualify for a reduced rate (1.5% under Miss. Code Ann. § 27-65-17(1)(e)) or exemption. Farm equipment and implements may also qualify for reduced rates. Verify tax obligations with the Mississippi Department of Revenue.]

4.3 Invoicing and Payment

(a) Seller shall invoice Buyer upon shipment of Goods or as otherwise specified in the applicable Purchase Order.

(b) Payment Terms: Net [30/45/60] days from invoice date.

(c) Payment Method: [Wire transfer / ACH / Check] to:
- Bank: [BANK NAME]
- Account: [ACCOUNT NUMBER]
- Routing: [ROUTING NUMBER]

(d) Buyer shall not deduct or withhold any amount from payments except as expressly permitted herein.

4.4 Late Payments

Past due amounts shall bear interest at the rate of [1.0/1.5]% per month or the maximum rate permitted by Mississippi law, whichever is less.

[// GUIDANCE: Under Miss. Code Ann. § 75-17-1, the default legal interest rate in Mississippi is 8% per annum. However, for commercial entities (partnerships, joint ventures, associations, and corporations — domestic or foreign), Mississippi law permits contracting for interest up to the greater of: (a) 15% per annum; or (b) 5% above the Federal Reserve discount rate on 90-day commercial paper — provided the principal obligation originally exceeds $2,500.00 (Miss. Code Ann. § 75-17-1(2)). A contractual rate of 1.5% per month (18% per annum) may exceed the 15% cap for some transactions. Verify that the rate selected falls within the permissible range for your transaction size and entity type. Interest must be calculated according to the "actuarial method" as required by Miss. Code Ann. § 75-17-1.]

4.5 Disputed Invoices

(a) Buyer must notify Seller in writing of any invoice dispute within [15] days of invoice date, specifying the disputed amount and the reason for the dispute in reasonable detail.

(b) Buyer shall pay all undisputed amounts by the due date.

(c) The Parties shall negotiate disputed amounts in good faith and resolve within [30] days. If unresolved, either Party may pursue remedies under Section 15.

4.6 Set-Off

Neither Party may set off amounts owed under this Agreement against amounts owed under other agreements without the other Party's prior written consent, except for liquidated, undisputed amounts arising under this Agreement.

5. DELIVERY AND RISK OF LOSS

5.1 Delivery Terms

(a) Delivery shall be made:
☐ EXW (Ex Works) — Seller's facility at [ADDRESS]
☐ FOB Origin — Carrier's facility at point of shipment
☐ FOB Destination — Buyer's facility at [ADDRESS]
☐ DDP (Delivered Duty Paid) — Buyer's designated facility

[// GUIDANCE: Select one delivery term. Under Mississippi UCC (Miss. Code Ann. § 75-2-319), FOB terms have specific legal meaning. EXW/FOB Origin shifts risk to Buyer upon tender to carrier. FOB Destination keeps risk with Seller until delivery. For shipments via the Mississippi River or Gulf Coast ports, consider specific maritime and port delivery terms.]

(b) Unless otherwise agreed, delivery is [FOB DESTINATION] to Buyer's address specified in the applicable Purchase Order.

5.2 Title and Risk of Loss (Miss. Code Ann. §§ 75-2-401, 75-2-509, 75-2-510)

(a) Title to Goods passes to Buyer upon [delivery to carrier / delivery to Buyer's facility / payment in full].

(b) Risk of loss passes to Buyer in accordance with the selected delivery term and Miss. Code Ann. § 75-2-509.

(c) If Goods are Non-Conforming, risk of loss remains with Seller until cure or acceptance, pursuant to Miss. Code Ann. § 75-2-510.

(d) Notwithstanding passage of title, Seller retains a security interest in the Goods until full payment is received, to the extent permitted by Miss. Code Ann. § 75-2-401(1).

5.3 Shipping and Insurance

(a) Seller shall ship Goods using [Buyer's designated carrier / Seller's standard carrier / mutually agreed carrier].

(b) Seller shall insure all shipments for their full replacement value until risk of loss transfers to Buyer. Insurance shall include coverage for weather-related losses in transit, including hurricane and flood damage.

(c) Seller shall provide Buyer with tracking information, bill of lading, and shipping documentation within [24/48] hours of shipment.

(d) All Goods shall be packaged in accordance with industry standards and Buyer's reasonable packaging requirements, with adequate protection against humidity and weather exposure during transit.

5.4 Delivery Schedule

(a) Time is of the essence for all Delivery Dates.

(b) Seller shall notify Buyer immediately (and in no event later than [2] Business Days) of any anticipated delay and provide a revised delivery schedule.

(c) If Seller fails to deliver within [X] days of the Delivery Date (other than due to Buyer's fault or a Force Majeure Event), Buyer may:
- Cancel the affected Purchase Order without liability;
- Procure substitute goods elsewhere ("cover") under Miss. Code Ann. § 75-2-712 and recover the difference in cost from Seller;
- Recover incidental and consequential damages under Miss. Code Ann. § 75-2-715.

5.5 Partial Shipments

Seller may make partial shipments only with Buyer's prior written consent unless the Purchase Order expressly authorizes partial shipments. Each partial shipment constitutes a separate sale, but Seller's failure to deliver any installment may constitute a breach of the whole contract if it substantially impairs its value under Miss. Code Ann. § 75-2-612.

6. INSPECTION AND ACCEPTANCE

6.1 Inspection Rights (Miss. Code Ann. § 75-2-513)

(a) Buyer shall have [10/15] Business Days after delivery to inspect Goods for conformity to Specifications (the "Inspection Period").

(b) Buyer may inspect Goods at Seller's facility prior to shipment upon reasonable advance notice.

(c) Payment for Goods before inspection does not constitute Acceptance and does not impair Buyer's right to inspect or any remedy (Miss. Code Ann. § 75-2-512(2)).

6.2 Acceptance (Miss. Code Ann. § 75-2-606)

Acceptance occurs when Buyer:
(a) Expressly accepts the Goods in writing after reasonable opportunity to inspect;
(b) Fails to make an effective rejection within the Inspection Period;
(c) Does any act inconsistent with Seller's ownership (except for testing purposes); or
(d) Retains the Goods beyond the Inspection Period without notice of rejection.

6.3 Rejection of Non-Conforming Goods (Miss. Code Ann. § 75-2-601)

(a) If Goods fail to conform to the contract in any respect ("perfect tender" rule), Buyer may: (i) reject the whole; (ii) accept the whole; or (iii) accept any commercial unit(s) and reject the rest.

(b) Buyer shall notify Seller in writing within the Inspection Period, specifying the nature of the non-conformity in reasonable detail.

(c) Buyer shall hold rejected Goods with reasonable care at Seller's risk for Seller's inspection and disposition instructions.

(d) Seller shall, at its sole option and expense:
- Replace the Non-Conforming Goods with Conforming Goods;
- Repair the Non-Conforming Goods to meet Specifications; or
- Refund the purchase price for the Non-Conforming Goods plus return shipping costs.

6.4 Cure Rights (Miss. Code Ann. § 75-2-508)

(a) If Seller delivers Non-Conforming Goods before the Delivery Date, Seller may cure by delivering Conforming Goods within the original contract time upon seasonable notice to Buyer.

(b) If Seller had reasonable grounds to believe the tender would be acceptable, Seller may cure within a further reasonable time after the Delivery Date, provided Seller gives timely notice of intent to cure.

6.5 Revocation of Acceptance (Miss. Code Ann. § 75-2-608)

Buyer may revoke acceptance of a commercial unit whose non-conformity substantially impairs its value if: (a) Buyer accepted on the reasonable assumption that the non-conformity would be seasonably cured and it has not been; or (b) Buyer accepted without discovery of the non-conformity and acceptance was reasonably induced by the difficulty of discovery or Seller's assurances. Revocation must occur within a reasonable time after discovery and before any substantial change in condition not caused by the defect.

6.6 Return of Rejected Goods

Seller shall provide return shipping instructions within [5] Business Days of rejection notice. Seller bears all costs for return of rightfully rejected Goods, including shipping, handling, and insurance.

7. WARRANTIES

7.1 Express Warranty

Seller warrants that all Goods delivered under this Agreement:
(a) Shall conform to the Specifications set forth in Exhibit A and the applicable Purchase Order;
(b) Shall be free from defects in design, materials, and workmanship;
(c) Shall be new (unless otherwise agreed in writing) and of merchantable quality;
(d) Shall be fit for their ordinary purpose and any particular purpose made known to Seller;
(e) Shall comply with all applicable federal, State of Mississippi, and local laws, regulations, codes, and standards;
(f) Shall be free and clear of all liens, security interests, encumbrances, and adverse claims (Miss. Code Ann. § 75-2-312); and
(g) Shall not infringe any third-party Intellectual Property rights.

7.2 Warranty of Title (Miss. Code Ann. § 75-2-312)

Seller warrants that: (a) the title conveyed shall be good and its transfer rightful; and (b) the Goods shall be delivered free from any security interest or other lien or encumbrance of which Buyer has no knowledge at the time of contracting.

7.3 Implied Warranty of Merchantability (Miss. Code Ann. § 75-2-314)

Seller, being a merchant with respect to the Goods, warrants that the Goods are merchantable. To be merchantable, Goods must at least: (a) pass without objection in the trade under the contract description; (b) be of fair average quality within the description; (c) be fit for the ordinary purposes for which such goods are used; (d) run within the variations permitted by the agreement, of even kind, quality, and quantity; (e) be adequately contained, packaged, and labeled; and (f) conform to any promises or affirmations on the container or label.

7.4 Warranty Period

The warranties set forth in this Section 7 shall remain in effect for the longer of:
(a) [12/24/36] months from the date of Acceptance; or
(b) [X] months from the date of installation or first commercial use by Buyer.

7.5 Warranty Remedies

During the Warranty Period, if any Goods fail to conform to the warranties herein, Seller shall, at its sole option and expense:
(a) Repair the defective Goods;
(b) Replace the defective Goods with new, Conforming Goods; or
(c) Refund the purchase price for the defective Goods.

Seller shall complete warranty repairs or replacements within [15/30] Business Days of receiving notice or returned Goods. If Seller fails to cure within such period, Buyer may pursue all remedies available under this Agreement and Mississippi UCC.

7.6 Warranty Exclusions

Warranties do not apply to defects caused by:
(a) Buyer's misuse, negligence, or improper storage or handling;
(b) Unauthorized modification, alteration, or repair by anyone other than Seller;
(c) Normal wear and tear;
(d) Use in combination with products not supplied or approved in writing by Seller;
(e) Failure to follow Seller's written instructions, specifications, or maintenance requirements;
(f) Damage caused by Force Majeure Events (including hurricanes, flooding, or severe weather) after risk of loss transfers to Buyer; or
(g) Deterioration caused by environmental conditions (excessive heat, humidity, flooding) not within Seller's control after delivery.

7.7 Disclaimer of Additional Implied Warranties (Miss. Code Ann. § 75-2-316)

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, SELLER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE (Miss. Code Ann. § 75-2-315), TO THE EXTENT NOT EXPRESSLY ADOPTED HEREIN. ALL OTHER IMPLIED WARRANTIES ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY MISSISSIPPI LAW. THIS DISCLAIMER IS CONSPICUOUS AND HAS BEEN BROUGHT TO BUYER'S ATTENTION AS REQUIRED BY Miss. Code Ann. § 75-2-316.

Buyer Initials: ___________

[// GUIDANCE: Under Miss. Code Ann. § 75-2-316, disclaimers of implied warranties of merchantability must mention "merchantability" and be conspicuous. Disclaimers of fitness for a particular purpose must be in writing and conspicuous. Mississippi courts enforce conspicuous disclaimers in commercial contracts. The all-caps format and initials line satisfy the conspicuousness requirement. The Mississippi Consumer Protection Act (Miss. Code Ann. § 75-24-5) may limit certain warranty disclaimers in consumer transactions.]

8. REPRESENTATIONS

8.1 Mutual Representations

Each Party represents and warrants to the other that:
(a) It is duly organized, validly existing, and in good standing under the laws of its state of organization and, if applicable, is authorized to transact business in the State of Mississippi;
(b) It has full corporate or organizational power and authority to execute and perform this Agreement;
(c) Execution and performance does not and will not violate any other agreement, order, judgment, or law to which it is bound;
(d) This Agreement constitutes a legal, valid, and binding obligation enforceable in accordance with its terms;
(e) It shall comply with all applicable federal, state, and local laws and regulations in performing its obligations hereunder.

8.2 Seller Representations

Seller additionally represents and warrants that:
(a) Seller has good and marketable title to the Goods and the right to sell them free and clear of any claim, lien, or encumbrance (Miss. Code Ann. § 75-2-312);
(b) Goods are manufactured in compliance with all applicable labor, environmental, health, and safety laws, including OSHA, EPA, and Mississippi Department of Environmental Quality (MDEQ) regulations;
(c) Seller maintains quality control processes and appropriate insurance sufficient to ensure Goods consistently meet Specifications;
(d) Seller has not been debarred, suspended, or excluded from any government contracts;
(e) Seller holds all necessary licenses, permits, and certifications required for the manufacture and sale of the Goods.

8.3 Buyer Representations

Buyer represents and warrants that:
(a) Buyer intends to use the Goods for lawful commercial purposes;
(b) Information provided to Seller regarding Buyer's requirements and intended use is accurate and complete;
(c) Buyer holds all necessary licenses and permits required for the purchase, receipt, and use of the Goods in its jurisdiction.

9. INDEMNIFICATION

9.1 Seller Indemnification

Seller shall indemnify, defend, and hold harmless Buyer, its Affiliates, and their respective officers, directors, employees, agents, successors, and assigns ("Buyer Indemnitees") from and against any and all claims, actions, suits, proceedings, damages, losses, costs, liabilities, and expenses (including reasonable attorneys' fees and costs) arising from or relating to:
(a) Any breach of Seller's warranties, representations, or covenants under this Agreement;
(b) Seller's negligence, gross negligence, or willful misconduct;
(c) Any claim that the Goods infringe a third party's Intellectual Property rights;
(d) Any product liability claim related to defects in design, manufacture, or labeling of the Goods;
(e) Seller's violation of applicable law, regulation, or government order;
(f) Death, bodily injury, or property damage caused by defective Goods.

[// GUIDANCE: Mississippi applies strict liability in product liability cases under the Mississippi Products Liability Act (Miss. Code Ann. §§ 11-1-63, 11-1-63.1). However, Mississippi has enacted tort reform measures including caps on noneconomic damages in some cases and a requirement that punitive damages may only be awarded upon clear and convincing evidence (Miss. Code Ann. § 11-1-65). Mississippi also recognizes a "sophisticated user" defense. Consider these provisions when assessing product liability risk allocation.]

9.2 Buyer Indemnification

Buyer shall indemnify, defend, and hold harmless Seller, its Affiliates, and their respective officers, directors, employees, agents, successors, and assigns ("Seller Indemnitees") from and against claims arising from:
(a) Buyer's misuse of the Goods in a manner not contemplated by the Specifications or Seller's written instructions;
(b) Buyer's combination of the Goods with other products in a manner that causes infringement;
(c) Buyer's negligence, gross negligence, or willful misconduct;
(d) Buyer's breach of this Agreement.

9.3 Indemnification Procedures

(a) The indemnified Party shall provide the indemnifying Party with prompt written notice of any claim (provided that failure to give prompt notice shall not relieve the indemnifying Party except to the extent actually prejudiced).

(b) The indemnifying Party shall have sole control over the defense and settlement of any claim, provided that no settlement shall: (i) impose any obligation on the indemnified Party without its prior written consent; or (ii) admit fault or liability on behalf of the indemnified Party.

(c) The indemnified Party shall provide reasonable cooperation at the indemnifying Party's expense.

(d) The indemnified Party may participate in the defense at its own expense with counsel of its choosing.

9.4 Comparative Fault

Mississippi applies a "pure" comparative negligence system (Miss. Code Ann. § 11-7-15). If both Parties share fault for a claim, damages shall be diminished in proportion to the amount of negligence attributable to each Party. A Party may recover even if its own negligence exceeds the other Party's negligence, though recovery is reduced by the percentage of fault attributed to it.

10. LIMITATION OF LIABILITY

10.1 Exclusion of Consequential Damages

EXCEPT FOR (A) BREACHES OF SECTION 12 (CONFIDENTIALITY), (B) INDEMNIFICATION OBLIGATIONS UNDER SECTION 9, (C) GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, (D) INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, AND (E) DEATH OR BODILY INJURY:

IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST REVENUE, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, REGARDLESS OF THE CAUSE OF ACTION OR THE THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE), EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

[// GUIDANCE: Mississippi law requires that punitive damages be supported by clear and convincing evidence of actual malice, gross negligence evidencing a willful, wanton, or reckless disregard for the safety of others, or fraud (Miss. Code Ann. § 11-1-65). The Mississippi Supreme Court has approved contractual consequential damages exclusions in commercial settings.]

10.2 Cap on Liability

EXCEPT FOR THE EXCLUSIONS LISTED IN SECTION 10.1, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF:

(A) THE TOTAL AMOUNTS PAID OR PAYABLE BY BUYER TO SELLER UNDER THIS AGREEMENT DURING THE [12/24]-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR

(B) $[AMOUNT].

10.3 Essential Purpose (Miss. Code Ann. § 75-2-719)

The Parties acknowledge that the limitations and exclusions in this Section 10 are essential elements of the Agreement and reflect a fair and reasonable allocation of risk. If any exclusive or limited remedy under this Agreement fails of its essential purpose under Miss. Code Ann. § 75-2-719(2), Buyer's remedies shall not automatically become unlimited but shall instead be limited to repair, replacement, or refund as set forth in Section 7.5.

10.4 Liquidation of Damages (Miss. Code Ann. § 75-2-718)

Any liquidated damages provision in a Purchase Order or Exhibit shall be enforceable only if the amount is reasonable in light of the anticipated or actual harm, the difficulties of proof of loss, and the inconvenience or nonfeasibility of obtaining another adequate remedy, consistent with Miss. Code Ann. § 75-2-718. Under Mississippi law, contracts attempting to limit liability will not be enforced unless the limitation is fairly and honestly negotiated and understood by both Parties.

11. INTELLECTUAL PROPERTY

11.1 Seller's Intellectual Property

All Intellectual Property owned by Seller prior to this Agreement or developed independently of this Agreement shall remain Seller's sole property. Nothing herein grants Buyer any ownership rights in Seller's Intellectual Property.

11.2 Buyer's Intellectual Property

All Intellectual Property owned by Buyer prior to this Agreement or provided by Buyer to Seller shall remain Buyer's sole property. Seller shall not use Buyer's Intellectual Property except as strictly necessary to fulfill Purchase Orders under this Agreement.

11.3 Custom Goods

For Goods manufactured to Buyer's specifications or designs:
(a) Buyer grants Seller a limited, non-exclusive, non-transferable, revocable license to use Buyer's specifications solely to manufacture the Goods under this Agreement;
(b) Buyer retains ownership of all custom designs, tooling, molds, and dies paid for by Buyer;
(c) Seller shall not use Buyer's tooling or designs for any other customer or purpose without Buyer's prior written consent;
(d) Buyer shall indemnify Seller for infringement claims arising solely from Seller's compliance with Buyer's specifications;
(e) Upon termination, Seller shall return all Buyer-owned tooling and materials within [30] days.

11.4 IP Infringement Defense

If any Goods are alleged or determined to infringe a third party's Intellectual Property, Seller shall, at its sole option and expense:
(a) Obtain the right for Buyer to continue using the Goods;
(b) Modify the Goods to be non-infringing while maintaining substantially equivalent functionality;
(c) Replace the Goods with non-infringing equivalents acceptable to Buyer; or
(d) If none of the foregoing is commercially practicable, refund the purchase price and accept return of the Goods.

12. CONFIDENTIALITY

12.1 Confidential Information

"Confidential Information" means all non-public information disclosed by either Party to the other, whether orally, in writing, electronically, or by inspection, including but not limited to business plans, financial data, pricing, customer and supplier lists, technical data, product designs, manufacturing processes, trade secrets, marketing strategies, personnel information, and the terms and conditions of this Agreement.

12.2 Obligations

Each Party (the "Receiving Party") shall:
(a) Protect the other Party's (the "Disclosing Party's") Confidential Information using at least the same degree of care as it uses for its own confidential information, but no less than reasonable care;
(b) Use Confidential Information only for purposes of performing under this Agreement;
(c) Disclose Confidential Information only to employees, agents, and contractors with a legitimate need to know who are bound by written confidentiality obligations at least as protective as this Section 12;
(d) Not reverse engineer, disassemble, decompile, or analyze the composition of any Goods, samples, or prototypes.

12.3 Exclusions

Confidential Information does not include information that:
(a) Is or becomes publicly available through no fault of the Receiving Party;
(b) Was known to the Receiving Party prior to disclosure, as documented by competent written records;
(c) Is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information;
(d) Is rightfully obtained from a third party without restriction on disclosure.

12.4 Trade Secrets — Mississippi Uniform Trade Secrets Act (Miss. Code Ann. §§ 75-26-1 to 75-26-19)

The Parties acknowledge that certain Confidential Information may constitute "trade secrets" as defined under the Mississippi Uniform Trade Secrets Act (Miss. Code Ann. §§ 75-26-1 to 75-26-19). Each Party shall protect such trade secrets as required by law. Under Miss. Code Ann. § 75-26-3, a "trade secret" includes information that derives independent actual or potential economic value from not being generally known to or readily ascertainable by other persons who can obtain economic value from its disclosure or use, and is the subject of efforts that are reasonable under the circumstances to maintain its secrecy. Misappropriation may give rise to injunctive relief (Miss. Code Ann. § 75-26-5), actual damages and unjust enrichment (Miss. Code Ann. § 75-26-7), and in cases of willful and malicious misappropriation, exemplary damages not exceeding twice the compensatory award plus reasonable attorneys' fees (Miss. Code Ann. §§ 75-26-7, 75-26-9). The statute of limitations is three (3) years (Miss. Code Ann. § 75-26-11).

12.5 Federal Defend Trade Secrets Act Notice (18 U.S.C. § 1833(b))

NOTICE: Pursuant to the Defend Trade Secrets Act of 2016 (18 U.S.C. § 1833(b)), an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made: (a) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or (b) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. An individual who files a lawsuit for retaliation for reporting a suspected violation of law may disclose the trade secret to the attorney and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal and does not disclose the trade secret except pursuant to court order.

12.6 Required Disclosures

If compelled to disclose Confidential Information by law, regulation, court order, subpoena, or government investigation, the Receiving Party shall: (a) provide prompt written notice to the Disclosing Party (to the extent legally permissible); (b) cooperate with efforts to obtain protective treatment or a protective order; and (c) disclose only the minimum information legally required.

12.7 Duration

Confidentiality obligations under this Section 12 shall survive termination of this Agreement for a period of [3/5] years; provided that obligations relating to trade secrets shall survive for as long as the information qualifies as a trade secret under applicable law.

13. DEFAULT AND REMEDIES

13.1 Events of Default

The following constitute events of default:
(a) Failure to pay any amount when due, not cured within [10] Business Days of written notice;
(b) Material breach of any representation, warranty, or covenant, not cured within [30] days of written notice (or such longer period as reasonably required if cure is diligently pursued, not to exceed [60] days);
(c) Insolvency, voluntary or involuntary bankruptcy filing (not dismissed within [60] days), receivership, or assignment for the benefit of creditors;
(d) Cessation of business operations or dissolution;
(e) A material adverse change in the financial condition of a Party that reasonably threatens its ability to perform.

13.2 Adequate Assurance of Performance (Miss. Code Ann. § 75-2-609)

When reasonable grounds for insecurity arise with respect to the performance of either Party, the other Party may in writing demand adequate assurance of due performance. Until adequate assurance is provided, the demanding Party may, if commercially reasonable, suspend its own performance. Failure to provide adequate assurance within [30] days of demand constitutes repudiation under Miss. Code Ann. § 75-2-610.

13.3 Remedies Upon Default

Upon default, the non-defaulting Party may:
(a) Suspend performance under this Agreement and all outstanding Purchase Orders;
(b) Terminate this Agreement and/or affected Purchase Orders pursuant to Section 14;
(c) Recover all amounts due plus accrued interest (at the contractual rate, or if none is specified, at the Mississippi statutory rate of 8% per annum under Miss. Code Ann. § 75-17-1);
(d) Exercise applicable UCC remedies:
- Seller's remedies: Miss. Code Ann. §§ 75-2-703 to 75-2-710 (withhold delivery, stop delivery, resale, recover damages, recover price, cancel);
- Buyer's remedies: Miss. Code Ann. §§ 75-2-711 to 75-2-717 (cancel, cover, recover damages, specific performance, deduct damages);
(e) Seek specific performance or injunctive relief;
(f) Recover reasonable attorneys' fees and costs as provided in Section 15.

13.4 Buyer's Right to Cover (Miss. Code Ann. § 75-2-712)

If Seller fails to deliver Conforming Goods or repudiates, Buyer may "cover" by making a good-faith, reasonable purchase of substitute goods without unreasonable delay and recover from Seller the difference between the cover price and the contract price, plus incidental and consequential damages under Miss. Code Ann. § 75-2-715, less expenses saved.

13.5 Seller's Right to Resale (Miss. Code Ann. § 75-2-706)

If Buyer wrongfully rejects or revokes acceptance of Goods, repudiates, or fails to make payment, Seller may resell the Goods in a commercially reasonable manner and recover the difference between the resale price and the contract price, plus incidental damages under Miss. Code Ann. § 75-2-710, less expenses saved.

13.6 Cumulative Remedies

All remedies under this Agreement are cumulative and not exclusive. Exercise of one remedy does not preclude exercise of any other remedy available at law or in equity.

14. TERM AND TERMINATION

14.1 Term

This Agreement commences on the Effective Date and continues for an initial term of [1/2/3] year(s) (the "Initial Term"), unless earlier terminated. Thereafter, this Agreement shall automatically renew for successive [1]-year periods (each a "Renewal Term") unless either Party provides written notice of non-renewal at least [60/90] days before the end of the then-current term.

14.2 Termination for Convenience

Either Party may terminate this Agreement for convenience upon [90/180] days' prior written notice. Termination for convenience shall not affect obligations under outstanding, accepted Purchase Orders.

14.3 Termination for Cause

Either Party may terminate this Agreement immediately upon written notice if the other Party:
(a) Commits a material breach not cured within the applicable cure period;
(b) Becomes insolvent, files for bankruptcy, or has an involuntary petition not dismissed within [60] days;
(c) Makes an assignment for the benefit of creditors or has a receiver appointed;
(d) Ceases business operations or dissolves.

14.4 Effect of Termination

Upon termination or expiration:
(a) All outstanding Purchase Orders accepted prior to the termination date shall remain binding, unless otherwise agreed in writing;
(b) Buyer shall pay for all Goods delivered and accepted prior to termination;
(c) Each Party shall return or destroy the other Party's Confidential Information within [30] days and certify destruction upon request;
(d) Seller shall return all Buyer-owned tooling, molds, dies, and materials within [30] days;
(e) The following Sections survive: 2 (Definitions), 7 (Warranties), 9 (Indemnification), 10 (Limitation of Liability), 11 (Intellectual Property), 12 (Confidentiality), 13 (Default and Remedies, as to existing claims), 15 (Dispute Resolution), and 16 (General Provisions).

15. DISPUTE RESOLUTION

15.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Mississippi, including the Mississippi Uniform Commercial Code (Miss. Code Ann. Title 75), without regard to Mississippi's conflict of laws principles that would require the application of the laws of another jurisdiction.

15.2 Negotiation

Before initiating formal dispute resolution, the Parties shall attempt to resolve disputes through good-faith negotiation between senior executives for at least [30] days following written notice of the dispute.

15.3 Mediation (Optional)

If negotiation fails, either Party may request non-binding mediation administered by [JAMS / AAA / agreed mediator] in [Jackson / Gulfport / City of choice], Mississippi. Mediation costs shall be shared equally.

15.4 Arbitration OR Litigation

☐ OPTION A — ARBITRATION: Any dispute not resolved through negotiation or mediation shall be finally resolved by binding arbitration administered by [JAMS / AAA] under its Commercial Arbitration Rules, conducted by a single arbitrator in [Jackson / Gulfport / City], Mississippi. The arbitrator shall apply Mississippi law. Judgment on the award may be entered in any court of competent jurisdiction. The arbitrator may award attorneys' fees and costs to the prevailing party.

☐ OPTION B — LITIGATION: Any dispute not resolved through negotiation or mediation shall be resolved exclusively in the state courts of Mississippi sitting in [Hinds County / Harrison County / County] or the United States District Court for the [Southern / Northern] District of Mississippi. Each Party irrevocably consents to personal jurisdiction and venue in such courts and waives any objection to venue or inconvenient forum.

[// GUIDANCE: Select ONE option. Delete the unused option. Mississippi has adopted the Revised Uniform Arbitration Act (Miss. Code Ann. §§ 11-15-101 to 11-15-133) and generally enforces arbitration agreements in commercial contexts.]

15.5 Jury Waiver

EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY MISSISSIPPI LAW, ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Party Initials: Seller ___________ Buyer ___________

[// GUIDANCE: The Mississippi Constitution, Article 3, Section 31, guarantees the right to a jury trial. Mississippi courts have addressed contractual jury waivers with some caution. Contractual waivers are generally enforceable if knowingly and voluntarily made, but courts closely scrutinize them to ensure they were fairly and honestly negotiated and understood by both parties. All-caps text and initials help establish that the waiver was conspicuous and knowing. Consult Mississippi counsel for the latest case law on enforceability. This waiver is most relevant if Option B (Litigation) is selected.]

15.6 Statute of Limitations (Miss. Code Ann. § 75-2-725)

Any action for breach of this Agreement relating to the sale of Goods must be commenced within six (6) years after the cause of action accrues. A cause of action accrues when the breach occurs, regardless of the aggrieved party's lack of knowledge. By the original agreement, the Parties may reduce this period to not less than one (1) year but may not extend it.

[// GUIDANCE: CRITICAL MISSISSIPPI-SPECIFIC PROVISION: Mississippi is one of a small number of states that has NOT adopted the standard 4-year UCC statute of limitations for sale-of-goods claims. Under Miss. Code Ann. § 75-2-725, the limitations period is SIX (6) YEARS, not four. This is notably longer than most states. By contrast, the general Mississippi statute of limitations for breach of written contracts is only 3 years under Miss. Code Ann. § 15-1-49. This means that for sale-of-goods claims under the UCC, Parties actually have MORE time than for general contract claims. When reducing the period by agreement, ensure the reduction is made in the original agreement and is at least one (1) year.]

15.7 Injunctive Relief

Notwithstanding the foregoing, either Party may seek temporary restraining orders, preliminary injunctions, or other equitable relief from any court of competent jurisdiction to prevent irreparable harm.

15.8 Attorneys' Fees

In any action or proceeding to enforce this Agreement, the prevailing Party shall be entitled to recover its reasonable attorneys' fees, expert witness fees, and costs from the non-prevailing Party.

[// GUIDANCE: Mississippi follows the "American Rule" — each party generally pays its own attorneys' fees absent a statute or contractual provision to the contrary. Contractual fee-shifting provisions are enforceable in Mississippi. The Mississippi Consumer Protection Act (Miss. Code Ann. § 75-24-15) also provides for recovery of reasonable attorneys' fees by a private plaintiff who prevails.]

16. GENERAL PROVISIONS

16.1 Notices

All notices shall be in writing and deemed effectively given when: (a) delivered personally; (b) sent by nationally recognized overnight courier (next Business Day delivery); (c) sent by United States certified mail, return receipt requested, postage prepaid; or (d) sent by email with confirmed delivery receipt, to the addresses set forth in Section 1 or as updated by written notice. Notices by certified mail are effective three (3) Business Days after mailing; all other methods are effective upon confirmed receipt.

16.2 Force Majeure

(a) Neither Party shall be liable for failure or delay in performance (other than payment obligations) due to a Force Majeure Event, provided the affected Party: (i) gives prompt written notice describing the event and expected duration; (ii) uses commercially reasonable efforts to mitigate; and (iii) resumes performance promptly when the event ceases.

(b) If a Force Majeure Event continues for more than [90] days, either Party may terminate affected Purchase Orders without liability upon [15] days' written notice.

(c) A Force Majeure Event does not excuse Buyer's obligation to pay for Goods already delivered and accepted.

(d) The Parties acknowledge that Mississippi is subject to severe weather events, including hurricanes, tropical storms, and flooding. The Parties shall cooperate in good faith to establish contingency plans for severe weather disruptions affecting manufacturing, warehousing, or transportation.

16.3 Assignment

Neither Party may assign this Agreement without the other Party's prior written consent (which shall not be unreasonably withheld), except to an Affiliate or in connection with a merger, acquisition, or sale of substantially all assets. Any unauthorized assignment is void.

16.4 Independent Contractors

The Parties are independent contractors. Nothing herein creates an employment, partnership, joint venture, franchise, or agency relationship. Neither Party has authority to bind the other.

16.5 No Third-Party Beneficiaries

This Agreement is for the sole benefit of the Parties and their permitted successors and assigns. No third party shall have any rights hereunder.

16.6 Waiver

No waiver is effective unless in writing and signed by the waiving Party. No failure or delay in exercising any right operates as a waiver. No single or partial exercise of any right precludes further exercise.

16.7 Severability

If any provision is held invalid, illegal, or unenforceable, it shall be modified to the minimum extent necessary, or if not possible, severed. The remaining provisions continue in full force.

16.8 Entire Agreement

This Agreement, together with all Exhibits and Purchase Orders, constitutes the entire agreement between the Parties and supersedes all prior and contemporaneous negotiations, representations, and agreements, whether written or oral.

16.9 Amendment

This Agreement may be amended only by a written instrument executed by both Parties.

16.10 Counterparts and Electronic Signatures

This Agreement may be executed in counterparts, each of which is an original. Electronic signatures are valid and binding pursuant to the Mississippi Uniform Electronic Transactions Act (Miss. Code Ann. §§ 75-12-1 to 75-12-39) and the federal Electronic Signatures in Global and National Commerce Act (15 U.S.C. § 7001 et seq.). Delivery of an executed counterpart by email or other electronic transmission is effective as delivery of an original.

[// GUIDANCE: Mississippi adopted the Uniform Electronic Transactions Act effective July 1, 2001. Under Miss. Code Ann. § 75-12-13, a record or signature may not be denied legal effect or enforceability solely because it is in electronic form. The UETA applies only to transactions between parties who have agreed to conduct transactions electronically.]

16.11 Construction

(a) Headings are for convenience only.
(b) "Including" means "including without limitation."
(c) This Agreement shall not be construed against any Party as the drafter.
(d) References to Sections, Exhibits, and Schedules refer to those of this Agreement.
(e) Words in the singular include the plural and vice versa.

16.12 Compliance with Laws

Each Party shall comply with all applicable federal, state, and local laws, including export control laws, anti-corruption laws (including FCPA), environmental laws, Mississippi Department of Environmental Quality (MDEQ) regulations, and the Mississippi Consumer Protection Act (Miss. Code Ann. §§ 75-24-1 to 75-24-29).

16.13 Data Breach Notification

If a Party experiences a breach of security involving personal information (as defined in Miss. Code Ann. § 75-24-29), the affected Party shall provide notice in accordance with Mississippi's data breach notification requirements and shall cooperate with the other Party in responding to the breach.

17. EXECUTION BLOCK

IN WITNESS WHEREOF, the Parties have caused this Master Sale of Goods Agreement to be executed by their duly authorized representatives as of the Effective Date.

WARRANTY DISCLAIMER ACKNOWLEDGMENT (Section 7.7):

| Buyer Initials: ___________ |

JURY WAIVER ACKNOWLEDGMENT (Section 15.5):

| Seller Initials: ___________ | Buyer Initials: ___________ |

EXHIBIT A — GOODS SPECIFICATIONS

[// GUIDANCE: Attach detailed specifications including part numbers, descriptions, quantities, quality requirements, applicable industry standards, and regulatory compliance requirements.]

Quality Requirements:
- [QUALITY STANDARD, e.g., ISO 9001, etc.]
- [TESTING REQUIREMENTS]
- [CERTIFICATION REQUIREMENTS]

EXHIBIT B — PRICE SCHEDULE

Effective Period: [START DATE] through [END DATE]

Minimum Order Quantity: [X] units per Purchase Order

EXHIBIT C — PURCHASE ORDER FORM

PURCHASE ORDER NO. [_______________]

Special Instructions: [________________________________]

Authorized Buyer Signature: _________________________________ Date: _______________

PRE-EXECUTION CHECKLIST

☐ All [PLACEHOLDER] fields have been completed with accurate information
☐ Delivery terms (Section 5.1) — one option selected
☐ Pricing structure (Section 4.1) — one option selected
☐ Dispute resolution (Section 15.4) — one option selected (arbitration or litigation)
☐ Exhibit A (Goods Specifications) completed in detail
☐ Exhibit B (Price Schedule) completed with current pricing
☐ Exhibit C (Purchase Order Form) reviewed and customized
☐ Warranty disclaimer (Section 7.7) reviewed — conspicuousness met per Miss. Code Ann. § 75-2-316
☐ Jury waiver (Section 15.5) reviewed and initialed by both Parties
☐ Mississippi sales tax obligations verified (7% state rate; manufacturing exemptions reviewed)
☐ Mississippi interest rate verified (8% default under § 75-17-1; commercial rate up to 15% or Fed+5% per § 75-17-1(2); actuarial method required)
☐ Mississippi 6-year UCC statute of limitations noted (Miss. Code Ann. § 75-2-725 — NOT the standard 4 years)
☐ Mississippi comparative fault provisions reviewed (Miss. Code Ann. § 11-7-15)
☐ Mississippi punitive damages standard reviewed (clear and convincing evidence — Miss. Code Ann. § 11-1-65)
☐ Severe weather / hurricane contingency plans discussed
☐ Both Parties' authority to execute verified
☐ Foreign entities authorized to transact business in Mississippi (Secretary of State filing confirmed)
☐ Insurance requirements reviewed and confirmed
☐ Agreement reviewed by Mississippi-licensed legal counsel
☐ Both Parties have received and retained a fully executed copy

END OF AGREEMENT