【正文】 er?s written payment notices. Supplier shall issue a formal invoice to Buyer within ?[ ] days of the date of receipt of Buyer?s payment. Payment by Buyer shall not constitute acceptance of particular Products if, not later than ?[ ] days after delivery, Buyer notifies Supplier in writing of any defects in 9 This clause may be used in conjunction with or in lieu of Clause 7 regarding Buyer Minimum Order Criteria regarding exclusivity of supply. materials or workmanship or failure of such Products to meet the specifications referred to in clause 4 of this In the event that Buyer fails to make any payment to Supplier on or before the due date therefor, Supplier reserves the right to withhold further deliveries of the Products and charge interest on the overdue amount at the rate of ?[Specify Rate] per annum accruing on a daily basis from the due date until the date of actual payment. Alternative Payment Clause with Upfront Partial Payment: Buyer shall pay Supplier for all of the Products ordered by Buyer as follows. Within ten (10) days of Supplier39。s written acceptance of the Purchase Order。s fulfilling its obligations set forth in Section 7 (Buyer Minimum Order Criteria) of this Agreement, Supplier39。 price or remuneration。s ?[Product] for ? [Insert description], as more fully described in Exhibit A. The parties agree that, from time to time and subject to mutual agreement, the parties may amend the Products list and descriptions in Exhibit A. When used without capitalization, the term products ?[replace products with other term as necessary] shall refer to products generally and not just those manufactured by Supplier. Intellectual Property shall mean all rights of a person or entity in, to, or arising out of: (i) any patent (including inventions, utility models and designs)。 B. Buyer carries on business as ?[a retailer of the product(s) described in recital A (the “Products”] ?[manufacturer of ?[Type of Finished Product(s)] incorporating the product(s) described in recital A]。 (ii) a franchisee or licensee of Buyer。 the subject matter。 inspection standards and method。s ownership of the ?[Products or specific product ponent(s)] as set forth in section , Buyer shall own all right, title, and interest in and to any permitted modifications and derivative works made from or to the Products on behalf of Buyer, including all Intellectual Property rights therein. Buyer grants Supplier a nonexclusive, worldwide, perpetual, irrevocable, royaltyfree, fully paid up license to use and copy any such modifications and to sublicense any such modifications and derivative works to any licensee other than a business described in section . Nothing in this clause should be construed to allow Buyer to modify or make derivative works from the Products without the express written consent of Supplier. 7. BUYER MINIMUM ORDER CRITERIA Minimum Order. In order to maintain the exclusivity granted in Section , Buyer (including all orders from its Affiliate(s)) shall annually order at least the following amounts of the Products from Supplier: (a) From ? [Date], through ? [Date], Buyer shall place cumulative orders of Products in an amount of ? [ ]Dollars ($ )。s acceptance of a Buyer Purchase Order, Buyer shall pay to Supplier an amount equal to ? [ten percent (10%)] of the Purchase Price as (a) an advance payment or (b) a Supplier shall issue a written payment notice to Buyer on the ? [first] and ? [fifteenth] days of each month thereafter for progress payments for the cost of materials, manufacture, installation and other ser。 and (c) From ? [Date], through ?[Date], Buyer shall place cumulative orders of the Product in an amount of ? [ ] Dollars ($ ). In the event that Buyer fails to order the minimum amounts of the Product set forth above, but such orders noheless total at least ? [seventyfive percent (75%)] of such minimum amounts, such failure shall not be considered a breach of this Agreement but Buyer may only maintain the exclusivity in by placing additional orders to meet the minimum amounts within the first quarter of the following year. In the event that Buyer fails to order the minimum number of the Products set forth above and does not correct any such shorting pursuant to section , such failure shall not be deemed a breach of this Agreement but shall allow Supplier to terminate the restriction that Supplier limit certain sales to Buyer exclusively as set forth in section . For the purpose of determining whether Buyer has placed sufficient orders to meet the performance criteria set forth in this section, an order shall be defined to include all of the following: (a) The receipt by Supplier of a written Purchase Order from Buyer: (b) The receipt by Buyer of Supplier39。 the language of the contract and its effectiveness. 4 Traditional intellectual property was restricted to patents, trademarks and copyrights. However, in modern intellectual property law, intellectual property has been greatly expanded, . puter software. The term “other laws” includes laws, statutes, measures, regulations, etc. of the People?s Republic of China and international conventions to which the People?s Republic of China is a party. 2. SUPPLY AND PURCHASE On and subject to the terms and conditions of this Agreement, Supplier agrees to ?[manufacture and] sell to Buyer and Buyer hereby agrees to purchase from Supplier, ?[all] [not less than ?______ per cent (?__%)] of Buyer?s annual requirements for the products described or listed in Exhibit “A” to this Agreement (“the Products”). 5Optional Clauses For Supplier and Buyer Exclusivity ( and ): Supplier Exclusivity. Provided that Buyer fulfils all its obligations pursuant to this Agreement, Supplier shall not, without Buyer?s prior written co