ex10-2.htm


    Exhibit
10.2

    


    "Pages
where confidential treatment has been requested are marked 'Confidential
Treatment Requested.'  The redacted material has been separately filed
with the Commission, and the appropriate section has been marked at the
appropriate place and in the margin with a star (*)."

    


    'Confidential
Treatment Requested'

    


    


    


    


    


    GARMENT
MANUFACTURER & SELLER LICENSE AGREEMENT

    


    BETWEEN

    


    E.
I. DUPONT DE NEMOURS AND COMPANY

    1007
MARKET STREET

    WILMINGTON,
DELAWARE 19898

    A
DELAWARE CORPORATION

    ("DUPONT")

    AND

    LAKELAND
INDUSTRIES INCORPORATED

    711-2
KOEHLER AVENUE

    RONKONKOMA,
NEW YORK 11779

    A
DELAWARE CORPORATION

    ("LICENSEE")

    


    WHEREAS, DUPONT has gained expertise in
the manufacture of fabrics and protective garments for numerous industrial
applications and wishes to respond to end user needs for consistent high quality
protective apparel;

    


    WHEREAS, DUPONT has developed and
adopted certain trademarks as shown in Attachment A
(hereinafter " Trademarks") which are reserved exclusively to designate high
quality protective garments meeting certain quality specifications;

    


    WHEREAS, DUPONT has developed terms and
conditions for licensing the use of Trademarks in conjunction with selling
garments and for establishing manufacturing and distribution channels to promote
these garments; and

    


    WHEREAS, LICENSEE desires to become a
manufacturer and seller for these garments, use Trademarks on such garments
having the quality and product specifications set forth in this License, sell
such garments in certain markets, and is willing to comply with the terms set
forth below,

    


    NOW,
THEREFORE, in consideration of the grant and mutual promises contained in this
Agreement, DUPONT and LICENSEE agree as follows:


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    I.           Purpose

    


    
      	
              1.

            	
              The
      Parties hereto recognize that DuPont manufactures and sells material in
      the form of nonwoven fabrics listed in Attachment B
      (“Fabric”).  Those nonwoven Fabrics have beneficial properties
      when properly applied in the manufacture of protective clothing used by
      industrial workers.

            


    

    


    
      	
              2.

            	
              The
      Parties hereto recognize that Licensee is an experienced manufacturer of
      industrial protective clothing, including Garments, made of
      Fabric.  DuPont does not manufacture the finished product for
      Licensee.

            


    

    


    
      	
              3.

            	
              The
      consumers of protective clothing have an interest in knowing the principal
      material used in making the protective clothing.  DuPont has an
      interest in protecting the good will associated with its Fabric and its
      Trademarks.  Further, DuPont and Licensee have a mutual interest
      in the fair, accurate and non-infringing use of the DuPont Trademarks
      associated with the Fabric.  Licensee wishes to convey the
      quality and kind of Fabric used to manufacture the Garments it sells by
      referencing the Trademarks.

            


    

    


    
      	
              4.

            	
              Fabric
      is being adapted by the Licensee for use in the manufacture of Garments
      because Licensee believes Fabric is a suitable material for such
      use.

            


    

    


    
      	
              5.

            	
              DuPont
      has received reasonable assurances from Licensee that Licensee will use
      the Fabric and the Garments responsibly and safely.  Further,
      Licensee represents and warrants it will make only accurate statements or
      representations concerning the characteristics and qualities of the Fabric
      and the Garments.

            


    

    


    
      	
              6.

            	
              This
      Agreement sets forth the basis under which Licensee will (i) manufacture
      Garments made of Fabrics and (ii) be permitted to use DuPont’s
      Trademarks.

            


    

    


    


    II.           Grant

    


    
      	
              1.

            	
              DuPont
      grants Licensee a nonexclusive, nontransferable, non-assignable, license
      to use, display, promote and advertise Trademarks in the United States,
      Canada and Mexico ("Territory") in connection with making, selling and
      marketing high quality protective apparel for all industrial markets,
      excluding the hospital and cleanroom markets ("Markets"), manufactured
      from certain types of nonwoven Fabric as described in Attachment B
      provided such garments comply with all the technical and quality
      specifications of Attachment B
      ("Garments").  DuPont and Licensee may mutually agree in writing
      to add new markets to Markets as described above.   The
      Parites’ respective rights and obligations in any new
      market  are subject to all the terms and conditions of this
      License.

            


    

    


    DuPont
may license others to make and sell Garments for Markets in the Territory and to
use Trademarks in Territory.  In addition, DuPont may also make and
offer Garments for sale in the Territory.

    


    Attachment B
specifications may be revised or supplemented at any time at DuPont's discretion
upon written notice to Licensee and such revisions or supplements shall become a
part of this License; provided however that Garments made under prior Attachment B
specifications before such change notice shall be deemed to comply with this
Agreement.  Garments which bear Trademarks must meet all of the
Specifications set forth in Attachment
B.

    


    DuPont
may elect to add new Garments and/or Fabrics to the scope of this
license.


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    


    


    III.           Licensee
Commitments

    


    
      	
              1.

            	
              Licensee
      accepts the grant of this License and agrees to use its best efforts in
      manufacturing, selling, and promoting Garments bearing Trademarks in
      Markets within the Territory.  Licensee also agrees not to sell
      and/or promote Garments bearing Trademarks outside the Markets or the
      Territory defined herein.

            


    

    


    
      	
              2.

            	
              Licensee
      will maintain a staff or will retain agents and consultants who are
      properly trained, experienced, sophisticated and knowledgeable in the
      properties, processing techniques and hazards of Fabric, its performance
      and suitability for use in the manufacture of
  Garments.

            


    

    


    
      	
              3.

            	
              Licensee
      agrees to bear responsibility for, and will perform or have performed, all
      tests necessary for Garments to provide reasonable assurance of the
      quality and safety of Garments made of
Fabrics.

            


    

    


    
      	
              4.

            	
              Licensee
      will provide its customers with the appropriate warnings necessary for the
      safe use of Garments made of the
Fabrics.

            


    

    


    
      	
              5.

            	
              Licensee
      will comply with all applicable laws and regulations concerning the
      development, design, manufacture, marketing, sales and warranty of
      Garments.  The responsibility to manufacture, promote and
      warrant Garments lies solely with
Licensee.

            


    

    


    
      	
              6.

            	
              Licensee
      agrees not to use Fabrics provided by DuPont hereunder except to make and
      sell Garments in the Markets within the
  Territory.

            


    

    


    
      	
              7.

            	
              Licensee
      understands that failure to use its best efforts to market and promote
      Garments shall be cause for immediate termination of this License under
      Section VII.  Licensee acknowledges that making or publishing
      inaccurate statements or advertisements, or otherwise taking actions that
      reflect adversely on Garments (or DuPont Tyvek® )
      and/or Fabric shall constitute a material breach of this License, giving
      DuPont the right to immediately terminate this
  License.

            


    

    


    
      	
              8.

            	
              Licensee
      agrees that Garments bearing the Trademarks will meet all Attachment B
      specifications.

            


    

    


    
      	
              9.

            	
              Licensee
      agrees to comply with the requirements of DuPont’s Advertising Cooperative
      Program for the Garments as set forth in Attachment
      D.

            


    

    


    
      	
              10.

            	
              Licensee
      agrees to actively promote the Trademarks and the
  Garments.

            


    

    


    
      	
              11.

            	
              Licensee
      agrees to use its best efforts to maintian ISO registration under Standard
      9002.

            


    

    


    
      	
              12.

            	
              Licensee
      agrees to maintain an adequate inventory of a full line (as defined in
      Attachment B)
      of all of the Garments and agrees to deliver under normal circumstances
      all orders promptly upon order
receipt.

            


    

    


    
      	
              13.

            	
              Licensee
      may employ third party contractors provided that Licensee shall assume
      full responsibility for assuring compliance of any third party contractor
      employed in making Garments made of Fabric with all the requirements of
      this License, including the provisions pertaining to the use and resale or
      transfer of the Fabric and the use of the name of DuPont and the DuPont
      Trademarks.

            


    

    


    
      	
              14.

            	
              To
      protect the quality of Garments made of Fabric and the Trademarks,
      Licensee shall submit to DuPont, without charge, samples of Garments as
      requested by DuPont.

            


    


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    


    
      	
              15.

            	
              Licensee acknowledges that it has
      received, and is familiar with, DuPont's current labeling and literature,
      including warnings, concerning Fabrics.  Licensee will forward
      such information, and such other labeling and material as is supplied to
      Licensee by DuPont from time to time, to its employees and to its
      customers who handle, process or otherwise come into contact with
      Fabrics or Garments.

            


    

    


    


    IV.           DuPont
Commitments

    


    
      	
              1.

            	
              DuPont
      will sell Fabrics to Licensee to meet Licensee's supply needs for Fabric
      under this Licensing Program, pursuant to the prices in effect for such
      Fabric styles at times of shipment and subject to DuPont's standard
      Conditions of Sale in effect at the time of shipment.  Current
      pricing and performance incentives pricing program for 2009 are as set
      forth in Attachment
      F.  A sample of DuPont's current Conditions of Sale is set forth
      in Attachment
      E.

            


    

    


    
      	
              2.

            	
              The
      Fabrics will meet DuPont product release specifications for the specific
      Fabric type(s) in effect at the time of shipment.  DUPONT MAKES
      NO OTHER WARRANTY, EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE
      WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR ANY
      OTHER EXPRESS OR IMPLIED WARRANTY.  ALL SUCH WARRANTIES ARE
      HEREBY DISCLAIMED.

            


    

    


    
      	
              3.

            	
                   DuPont
      will also:

            


    

    
      	
               
      

            	
              -

            	
              offer
      educational training to Licensee’s sales force regarding
      Fabric;

            


    

    
      	
               
      

            	
              -

            	
              provide
      support programs to Licensee for existing products and to the extent that
      the scope of this License may be amended to cover new products, provide
      support programs for new products;
and,

            


    

    
      	
               
      

            	
              -

            	
              subject
      to the terms of Attachment D,
      partially fund advertising and promotional materials to a maximum amount
      of one percent (1.0%) of Licensee's payments to DuPont for purchases
      from DuPont during the prior calendar
year.

            


    

    


    


    
      	
              V.

            	
              Use
      of Trademarks

            


    

    


    
      	
              1.

            	
              Licensee
      shall indicate that Garments are made of the Fabric by applying the
      labels, mechanicals of which shall be provided free of charge by
      DuPont.  Sample labels are shown on Attachment C
      ("The Labels").  Inside labels may also include the name or
      trademark of Licensee.  The Trademarks may not be used in any
      garments or other products which do not meet Attachment B
      requirements.    Label production costs are
      reimbursable as indicated in Attachment
      D.  Licensee shall place labels on Garments in locations
      specified in Attachment
      B.  Licensee shall use the labels, both inside and outside, on
      all Garments.  Licensee also agrees to meet the packaging
      specifications for Garments set forth in Attachment
      B.

            


    

    


    
      	
              2.

            	
              Licensee
      acknowledges that Trademarks are the exclusive property of DuPont and
      Licensee shall not use any trademark, mark, name or symbol which may be
      confusingly similar to Trademarks, and shall not use Trademarks in any
      manner which could diminish their value to DuPont, affect the validity of
      their registration or affect DuPont's exclusive ownership
      thereof.  Licensee will use Trademarks in accordance with good
      trademark and business practice and Licensee shall comply with any
      trademark usage guidelines supplied from time to time by DuPont to
      Licensee.

            


    


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    


    
      	
              3.

            	
              If,
      as a result of the use of Trademarks, Licensee or any of Licensee's
      customers should be charged with trademark infringement, upon notice to
      DuPont, DuPont will assume the defense and expense of any proceedings
      instituted pursuant to such a charge.  Licensee shall not
      institute proceedings for infringement of Trademarks in its own
      name.  Licensee agrees to assist DuPont at Licensee's cost when
      requested in such defense or other protection of Trademarks.  If
      Licensee sees any misuse of Trademarks, Licensee shall immediately notify
      DuPont and cooperate with DuPont in trying to correct such
      misuse.

            


    

    


    Licensee shall discontinue immediately
any use, display, advertising or promotion of Trademarks or any claim for
Garments where Trademarks are used, that directly or indirectly includes a
false, exaggerated, nonrepresentative or misleading claim or statement relating
to or which reflects adversely on DuPont, Trademarks, Fabric, Garments, Attachments B and C
specifications, or Garment performance.  DuPont, in its sole
discretion, may require Licensee to revise any such objectionable use, display,
advertising or promotion and Licensee shall promptly comply or be in material
breach of this Agreement under Section VII.

    


    


    VI.           Inspection
and Testing of Garments

    


    
      	
              1.

            	
              Licensee
      shall establish and utilize quality control procedures to maintain
      continuous compliance with Attachments B
      and C.

            


    

    


    
      	
              2.

            	
              Licensee
      shall regularly inspect Garments to ascertain that they shall at all times
      meet Attachments B
      and C and meet or exceed the current ANSI sizing standard for limited-use
      garments

            


    

    


    
      	
              3.

            	
              Licensee
      understands that from time to time DuPont may also be inspecting and
      sampling Garments in the marketplace for compliance with Attachments B
      and C.

            


    

    


    


    *                 [Redacted]

    


    


    


    


    


    


    


    


    


    


    'Confidential
Treatment Requested'


    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    IX.           Indemnity
and Insurance

    


    
      	
              1.

            	
              DuPont
      agrees to release, defend, hold harmless and indemnify Licensee from any
      and all claims, liabilities, costs and expenses, including but not limited
      to reasonable attorney fees, that may arise from DuPont's failure to
      supply Fabric that conforms to DuPont’s Specifications for
      Fabric.

            


    

    


    
      	
              2.

            	
              Licensee
      agrees to release, defend, hold harmless and indemnify DuPont from any and
      all claims, liabilities, costs and expenses, including but not limited to
      reasonable attorney fees, that may arise from the Licensee’s acts or
      omissions relating to or arising from design, testing, manufacture, sale,
      use, display, advertising or promotion of Garments made of
      Fabric.

            


    

    


    
      	
              3.

            	
              Licensee
      agrees to obtain and maintain commercial general liability insurance
      (including contractual liability coverage) on an occurrence based policy
      form (Form CG 2010) in the minimum amount of $5,000,000 to cover
      Licensee's obligations under this Agreement including, but not limited to,
      the indemnity.  DuPont shall be named as an additional insured
      on such insurance.  Certificates of insurance in a form
      reasonably acceptable to DuPont evidencing the insurance coverage so
      required shall be sent to DuPont, at the address set forth below, prior to
      the Effective Date of this Agreement.   Failure to maintain
      such coverage,  to provide notice necessary to trigger or
      preserve the right to coverage under the policy or failure to provide
      DuPont with evidence of such coverage shall constitute good cause for the
      immediate termination of this Agreement by DuPont. Such certificates shall
      provide that the insurer will give DuPont not less than thirty (30) days
      advance notice of any change in or cancellation of
    coverage.

            


    

    


    
      	
              4.

            	
              In
      the event either, or both, of the Parties to this Agreement are engaged in
      litigation with a third party over the subject matter of this Agreement,
      the Parties hereto agree to fully cooperate with each other in the defense
      of such action and will seek the cooperation of any insurance company that
      may have an interest in the
litigation.

            


    

    


    
      	
              5.

            	
              The
      obligations set forth in this Section IX. shall survive the expiration or
      termination of this Agreement.

            


    

    


    


    X.           General

    


    
      	
              1.

            	
              It
      is understood and agreed that DuPont has no right to provide any marketing
      instructions to Licensee, or to exercise any control over Licensee’s
      pricing or method of operation of its business.  Licensee is
      free to market Licensee’s Garments and to conduct Licensee’s business as
      Licensee sees fit.

            


    

    


    
      	
              2.

            	
              In
      the event of litigation, the Parties agree that the Courts of the State of
      Delaware shall have exclusive jurisdiction over any claim or action to be
      commenced by either Party against the other arising out of the
      performance, or relating to the subject of this
      Agreement.  Licensee hereby consents to personal jurisdiction in
      the Courts of Delaware for purposes of any interpretation, enforcement or
      legal action concerning this Agreement.  This Agreement shall be
      construed in accordance with the laws of the State of Delaware without
      giving effect to choice of law or conflict principles of any other
      jurisdiction.

            


    

    


    
      	
              3.

            	
              The
      Parties’ legal obligations under this Agreement are to be determined from
      the precise and literal language of this Agreement and not from the
      imposition of state laws attempting to impose additional duties that were
      not the express basis of the bargain at the time this Agreement was
      made.

            


    

    


    
      	
              4.

            	
              The
      Parties are sophisticated businesses with legal counsel to review the
      terms of this Agreement and the Parties represent that they have fully
      read this Agreement, understand its unambiguous terms and intend to be
      legally bound hereby.

            


    


    
      
         


      

      
        6

        
          

        

      

      
         


      

    


    


    
      	
              5.

            	
              Licensee
      acknowledges that Attachments B,
      D, and F are confidential DuPont information.  In the course of
      performing this Agreement, DuPont may disclose other confidential DuPont
      information, either in writing or orally, and so indicate to
      Licensee.  All such confidential information shall remain the
      property of DuPont.

            


    

    


    
      	
              6.

            	
              Nothing
      in this License Agreement shall be construed to grant Licensee any rights
      or license to any DuPont trademark, trade name, certification mark, or
      product other than as specified herein.  No rights are granted
      to Licensee with respect to any patents or patent
  rights.

            


    

    


    
      	
              7.

            	
              A
      telegram or letter (first class, overnight registered U.S. mail or faxed)
      sent to the other Party at the address stated below shall constitute
      written notice under this License.

            


    

    


    
      	
              8.

            	
              The
      failure of the Parties to insist upon the performance of any provision of
      this Agreement or to exercise any right or privilege thereunder shall not
      be construed as a waiver of any right arising under this Agreement and all
      provisions shall remain in full force and
  effect.

            


    

    


    
      	
              9.

            	
              No
      liability shall result from delay in performance or non performance
      directly or indirectly caused by circumstances beyond the control of the
      Party affected, including, but not limited to, acts of God, fire,
      explosion, flood, war, act of or authorized by any Government, accident,
      equipment failure, labor dispute or shortage, or inability to obtain
      material, equipment and transportation.  Quantities so affected
      shall be eliminated by DuPont from the Agreement without liability, but
      the Agreement shall remain otherwise unaffected.  DuPont shall
      have no obligation to purchase supplies of fabric it would otherwise make
      to enable it to perform this
Agreement.

            


    

    


    
      	
              10.

            	
              All
      understandings, representations, warranties, and agreements, if any,
      heretofore existing between DuPont and Licensee regarding the subject
      matter hereof are merged into this License, including the Attachments
      hereto, which fully and completely express the entire understanding of the
      parties with respect to their relationship.  The Parties have
      entered into this License freely, intelligently, and voluntarily after
      adequate investigation, with neither Party relying upon any statement or
      representation not contained in this License or the Attachments
      hereto.  This Agreement may be amended only by a written
      document signed by authorized representatives of both
    Parties.

            


    

    


    
      	
              11.

            	
              If
      any provision of this Agreement is held to be invalid or unenforceable,
      all other provisions will continue in full force and effect, and the
      Parties will substitute for the invalid or unenforceable provision a valid
      and enforceable provision which conforms as nearly as possible with the
      original intent of the Parties.

            


    

    


    
      	
              12.

            	
              DuPont
      shall have no liability of any kind or nature whatsoever (including
      without limitation, indirect, consequential, special, incidental or
      punitive damages) to Licensee for:

            


    

    


    a.      Termination
or expiration of this Agreement according to its terms.

    


    b.      Communications
from DuPont with past, present, or prospective customers of Licensee when such
communications pertain to the termination or non-renewal of this Agreement
(including without limitation, communications identifying any new Licensee or
supplier).

    


    



    
      
         


      

      
        7

        
          

        

      

      
         


      

    


    In
witness whereof, the Parties have signed this License in duplicate by their duly
authorized representatives on the dates set forth below.

    


    


    
      
        
          	
                  LICENSOR

                	 
      	 
      	
                  LICENSEE

                	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                  E.
      I. du Pont de Nemours and Company

                	 
      	 
      	
                  Lakeland
      Industries Inc.

                
	
                  Wilmington,
      Delaware, U.S.A.

                	 
      	 
      	
                  Ronkonkoma,
      New York, U.S.A.

                
	
                  By:

                	
                   /s/ Giselle Ruiz
      Arthur 

                	 
      	 
      	
                  By:

                	
                   /s/ Christopher J.
      Ryan 

                
	
                  Printed
      Name

                	 
      	 
      	
                  Printed
      Name

                
	 	 	 	 
	
                  Corporate
      Trademark Counsel

                	 
      	 
      	
                  President 
      

                
	
                  Printed
      Title

                	 
      	 
      	
                  PrintedTitle

                
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                  Date:

                	June 6,
      2009  	 
      	 
      	
                  Effective
      Date:

                	June 6,
      2009  
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	
                  Acknowledged
      by:

                
	 
      	 
      	 
      	 
      	
                  DuPont
      Personal Protection

                
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	
                  Name:

                	 
      
	 
      	 
      	 
      	 
      	
                  Title:

                	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      


        

      

    

    



    
      
         


      

      
        8

        
          

        

      

      
         


      

    


    


    


    ATTACHMENTS

    


    


    


    


    
      
        
          
            
              
                
                  	 
      	
                          A

                        	 
      
	 
      	
                          The
      Trademarks

                        	 
      
	 
      	 
      	 
      
	 
      	
                          B

                        	 
      
	
                          *

                        	
                          [Redacted]

                        	 
      
	 
      	 
      	 
      
	 
      	
                          C

                        	 
      
	 
      	
                          Sample
      Garment Labels

                        	 
      
	 
      	 
      	 
      
	 
      	
                          D

                        	 
      
	
                          *

                        	
                          [Redacted]

                        	 
      
	 
      	 
      	 
      
	 
      	
                          E

                        	 
      
	 
      	
                          DuPont
      Standard Terms & Conditions of Sale

                        	 
      
	 
      	 
      	 
      
	 
      	
                          F

                        	 
      
	
                          *

                        	
                          [Redacted]

                        	 
      
	 
      	 
      	 
      


                

              

            

          

        

      

    

    


    


    


    


    'Confidential
Treatment Requested'


    
      
         


      

      
        9

        
          

        

      

      
         


      

    


    


    


    ATTACHMENT
"A"

    


    


    THE
TRADEMARKS

    


    

    


    



    
      
         


      

      
        10

        
          

        

      

      
         


      

    


    


    


    ATTACHMENT
"B"

    


    


    
      	
              *

            	
              [Redacted]

            	 
      


    

    


    


    


    


    


    


    


    'Confidential
Treatment Requested'

    



    
      
         


      

      
        11

        
          

        

      

      
         


      

    


    


    DUPONT CONFIDENTIAL
INFORMATION

    


    


    ATTACHMENT B
1

    


    


    
      
        	
                *

              	
                [Redacted]

              	 
      


      

    

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    'Confidential
Treatment Requested'


    
      
         


      

      
        12

        
          

        

      

      
         


      

    


    


    


    


    


    


    


    DUPONT CONFIDENTIAL
INFORMATION

    


    ATTACHMENT
B2

    


    


    
      	
              *

            	
              [Redacted]

            	 
      


    

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    'Confidential
Treatment Requested'


    
      
         


      

      
        13

        
          

        

      

      
         


      

    


    


    ATTACHMENT
C

    


    SAMPLE
GARMENT LABELS

    OUTSIDE
LABEL MECHANICALS SUPPLIED BY DUPONT

    


    


    


    INSIDE
LABEL FORMAT FOR TYVEK®

    


    
 

    
      
        
          	
                  The fabric in this garment is
      made of  DuPont Tyvekâ
      spunbonded olefin.

                
	 
      
	
                  WARNING!
      It is the user's
      responsibility to read and understand all provided warning,
      proper  usage, and care information.

                
	 
      
	
                  Tyvek® fabrics are not flame
      resistant or flame retardant, will melt, can create static electricity and
      should not be used around heat, open flame, sparks or in a potentially
      flammable or explosive environments.  This garment and/or fabric
      is NOT
      SUITABLE for use
      with some chemical and hazardous agents.  Contact your employer
      or the Manufacturer (1-800-645-9291) on specific chemicals or
      agents.

                
	 
      
	
                  It
      is the user's responsibility to determine the level of risk and the proper
      personal protection equipment needed because conditions of use are outside
      of our control.   DUPONT AND THE LICENSED GARMENT
      MANUFACTURER make no warranties, expressed or implied, and assume
      no liability as to the performance of this product for a particular
      use.

                


        

      

    

    


    


    


    


    


    


    


    INSIDE
LABEL FORMAT FOR TYCHEM®

    


    
 

    
      
        	
                The fabric in this garment is
      made of  DuPont Tychem® fabric.

              
	 
      
	
                WARNING ! It is the
      user’s responsibility to read and understand all provided warning,
      proper

              
	
                usage,
      and care information.

              
	 
      
	
                Tychem®  fabrics
      are not flame resistant or flame retardant, will melt, can create static
      electricity and should not be used around heat, open flame, sparks or in a
      potentially flammable or explosive environments.  This garment
      and/or fabric is NOT
      SUITABLE for use with some chemical and hazardous
      agents.  Contact your employer or the Manufacturer
      (1-800-645-9291) on specific chemicals or agents.

              
	 
      
	
                It
      is the user's responsibility to determine the level of risk and the proper
      personal protection equipment needed because conditions of use are outside
      of our control.   DUPONT AND THE LICENSED GARMENT
      MANUFACTURER make no warranties, expressed or implied, and assume
      no liability as to the performance of this product for a particular
      use.

              


      

    


    
      
         


      

      
        14

        
          

        

      

      
         


      

    


    ATTACHMENT
D

    


    
      	
              COOPERATIVE
      ADVERTISING PROGRAM

            


    

    


    


    
      	
              *

            	
              [Redacted]

            	 
      


    

    


    


    


    


    


    


    


    


    


    
      	
              'Confidential
      Treatment Requested'

            


    


    
      
         


      

      
        15

        
          

        

      

      
         


      

    


    


    ATTACHMENT
E

    


    CONDITIONS OF
SALE

    


     

    STANDARD
CONDITIONS OF SALE

     

    
      	
              1.

            	
              Seller
      warrants only that (a) any products or services provided hereunder meet
      Seller's standard specifications for the same or such other specifications
      as may have been expressly agreed to herein; (b) the sale of any products
      or services provided hereunder will not infringe the claims of any validly
      issued United States patent covering such product or service itself, but
      does not warrant against infringement by reason of (i) the use of any
      information provided, (ii) the use of any product or service in
      combination with other products, services, or information or in the
      operation of any process, or (iii) the compliance by Seller with any
      specifications provided to Seller by Buyer; and (c) all products provided
      hereunder were
      produced in compliance with the requirements of the Fair Labor
      standards Act of 1938, as amended. WITH RESPECT TO ANY PRODUCTS, SERVICES,
      OR INFORMATION PROVIDED TO BUYER, SELLER MAKES NO WARRANTIES OF
      MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR ANY OTHER EXPRESS OR
      IMPLIED WARRANTY. Buyer assumes all risk and liability resulting from use
      of the products, services, or information delivered hereunder, whether
      used singly or in combination with other products, services, or
      information.

            


    

     

    


    
      	
              2.

            	
              IN
      NO EVENT WILL SELLER'S AGGREGATE LIABILITY TO BUYER FOR ALL DAMAGES
      ARISING FROM ANY AND ALL CLAIMS RELATED TO THE BREACH OF THIS AGREEMENT,
      NONDELIVERY, OR THE PROVISION OF ANY PRODUCT, SERVICE, OR INFORMATION
      COVERED BY THIS AGREEMENT, REGARDLESS OF WHETHER THE FORM OF ACTION IS
      BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, STATUTE,
      OR OTHERWISE, EXCEED THE TOTAL PRICE
      PAID BY BUYER TO SELLER FOR THE PRODUCTS, SERVICES, OR INFORMATION IN
      RESPECT OF WHICH DAMAGES ARE CLAIMED. NO CLAIM SHALL BE ALLOWED FOR
      PRODUCT THAT HAS BEEN PROCESSED IN ANY MANNER. FAILURE TO
      GIVE NOTICE OF A CLAIM WITHIN NINETY (90) DAYS FROM DATE OF
      DELIVERY, OR THE DATE FIXED FOR DELIVERY (IN CASE OF NONDELIVERY) SHALL
      CONSTITUTE A WAIVER BY BUYER OF ALL CLAIMS IN RESPECT OF SUCH PRODUCTS,
      SERVICES, OR INFORMATION. PRODUCTS SHALL NOT BE RETURNED TO SELLER WITHOUT
      SELLER'S PRIOR WRITTEN PERMISSION. NO CHARGE OR EXPENSE INCIDENT TO ANY
      CLAIMS WILL BE ALLOWED UNLESS APPROVED BY AN AUTHORIZED REPRESENTATIVE OF
      SELLER. IN ADDITION, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE
      LAW, EACH PARTY HERETO WAIVES ANY CLAIM TO INDIRECT, CONSEQUENTIAL,
      PUNITIVE, EXEMPLARY OR MULTIPLIED DAMAGES ARISING OUT OF OR RELATING TO
      THIS AGREEMENT OR THE PROVISION OF ANY PRODUCT, SERVICE,
      OR INFORMATION. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES
      WAIVE AND AGREE NOT TO ASSERT NON-CONTRACTUAL CLAIMS ARISING UNDER STATE
      LAW RELATING TO THIS AGREEMENT OR THE PROVISION OF ANY PRODUCT, SERVICE,
      OR INFORMATION COVERED BY THIS AGREEMENT, AND THIS AGREEMENT SHALL BE DEEMED TO INCLUDE
      SUCH LANGUAGE AS MAY BE REQUIRED TO EFFECT SUCH WAIVER. WAIVER BY EITHER PARTY OF
      ANY DEFAULT BY THE OTHER HEREUNDER SHALL NOT BE DEEMED A WAIVER BY SUCH
      PARTY OF ANY DEFAULT BY THE OTHER WHICH
      MAY THEREAFTER OCCUR.

            


    

    


    
      	
              3.

            	
              No
      liability shall result from delay in performance or nonperformance,
      directly or indirectly caused by circumstances beyond the control of the
      party affected, including, but not limited to, act of God, fire,
      explosion, flood, war, act of or authorized by any Government,
      accident, labor trouble or shortage, pandemic, inability to obtain
      material, equipment or transportation, failure to obtain or hardship in
      obtaining reasonably priced supplies of materials, or failure of usual
      transportation mode. Quantities so
affected

            


    


    
      
         


      

      
        16

        
          

        

      

      
         


      

    


    may be
eliminated from the agreement without liability, but the agreement shall remain
otherwise unaffected. Seller shall have no obligation to purchase supplies of
the product specified herein to enable it to perform this
Agreement.

     

    
      	
              4.

            	
              If
      for any reason including but not limited to Force Majeure Seller is unable
      to supply the total demand for products specified herein, Seller may
      distribute its available supply among any or all purchasers, as well as
      departments and divisions of Seller, on such basis as it may deem fair
      and practical,
      without liability for any failure of performance which may result
      therefrom.

            


    

     

    
      	
              5.

            	
              Seller
      may furnish such technical assistance and information as it has available
      with respect to the use of the products or services covered by this Agreement.
      Unless otherwise agreed in writing, all such information will be provided
      gratis. Buyer agrees to evaluate such information, to make an independent
      decision regarding the suitability of such information, products and
      services for Buyer's application, and only use such products, services and
      information pursuant to then current good product stewardship principles
      and all regulatory requirements applicable to Buyer's
      business.

            


    

     

    
      	
              6.

            	
              Buyer
      acknowledges that it has received and is familiar with Seller's labeling
      and literature concerning the products and its properties. Buyer will
      forward such information to its employees, contractors and customers who
      may distribute, handle, process, sell or use such products, and advise
      such parties to familiarize themselves with such information. Buyer agrees
      that products sold hereunder will not knowingly be resold or given in
      sample form to persons using or proposing to use the products for purposes
      contrary to recommendations given by Seller or prohibited by law, but will
      be sold or given as samples only to persons who can handle, use and
      dispose of the products safely. Unless agreed to by Seller in a written
      agreement covering such use, in no event shall Buyer use products or
      resell products for use in the manufacture of any implanted medical
      device. Buyer agrees that export of any product, service or information
      provided hereunder shall be in accordance with applicable Export
      Administration Regulations.

            


    

     

    


    
      	
              7.

            	
              Except
      as may be contained in a separate trademark license, the sale of product
      (even if accompanied by documents using a trademark or trade name of
      Seller) does not convey a license, express or implied, to use any
      trademark or trade name of Seller, and Buyer shall not use any trademark
      or trade name of Seller in the conduct of its business without Seller's
      prior written consent.

            


    

     

    
      	
              8.

            	
              The
      Buyer shall reimburse the Seller
      for all taxes (excluding income taxes) excises or other charges
      which the Seller may be required to pay to any Government (National, State
      or Local) upon the sale, production or transportation of the products,
      services, or information sold
hereunder.

            


    

     

    
      	
              9.

            	
              In
      the event Buyer fails to fulfill Seller's terms of payment, or in case
      Seller shall have any doubt any time as to Buyer's financial
      responsibility, Seller may decline to make further deliveries except upon
      receipt of cash or satisfactory
security.

            


    

     

    


    
      	
              10.

            	
              This
      agreement is not assignable or transferable by Buyer, in whole or in part,
      except with the prior written consent of Seller. Seller reserves the right
      to sell, assign, or otherwise transfer its right to receive payment under
      this agreement.

            


    

    


    
      	
              11. 
      

            	
              Dispute
      Resolution and Arbitration - Buyer and Seller agree to arbitrate all
      disputes, claims or controversies whether based on contract, tort,
      statute, or any other legal or equitable theory, arising out of or
      relating to (a) this Agreement or the relationship which results from this
      Agreement, (b) the breach, termination or validity of this Agreement, (c)
      the purchase or supply of any product, service, or information provided by
      Seller, (d) events leading up to the formation of Buyer's and Seller's
      relationship, and (e) any issue related to the creation of this Agreement
      or its scope, including the scope and validity of this paragraph. The
      parties shall before and as a condition
      to proceeding to arbitration attempt in good faith to resolve any such
      claim or controversy by

            


    


    
      
         


      

      
        17

        
          

        

      

      
         


      

    


    mediation
under the International Institute for Conflict Prevention & Resolution
("CPR") Mediation Procedure then currently in effect. Unless the parties agree
otherwise, the mediator will be selected from the CPR Panels of Distinguished
Neutrals. Any such claim or controversy which remains unresolved 60 days after
the appointment of a mediator or 60 days after good faith efforts by either
party to proceed to mediation shall be finally resolved by binding arbitration
in accordance with the CPR Rules for Non-Administered Arbitration then currently
in effect by three independent and impartial arbitrators, none of whom shall be
appointed by either party. This Agreement shall be governed by the Federal
Arbitration Act, 9 U.S.C. §§ 1-16, to the exclusion of any state
laws inconsistent therewith. Such arbitration shall be conducted in a city to be
chosen by the arbitrators which is not the principal place of business of either
party, and the arbitrators and the parties shall conduct such arbitration in
accordance with such procedures as may be necessary to permit use of the then
current CPR Arbitration Appeal Procedure. Any judgment upon the award rendered
by the arbitrator(s) may be entered by any court having jurisdiction thereof. In
the event that either party wishes
to appeal an award, the parties shall follow the then current CPR Arbitration
Appeal Procedure. Buyer and Seller agree not to file or join any class action or
class arbitration, seek or consent to class
relief, or seek or consent to the consolidation or joinder of its claims with
those of any third party. If any clause within this Arbitration Provision (other
than the agreement regarding the conduct of the arbitration in the preceding
sentence) is found to be illegal or unenforceable, that clause will be severed
from this Arbitration Provision, and the remainder of the Arbitration Provision
will be given full force and effect. If such agreement regarding the conduct of
the arbitration is found to be illegal or unenforceable and if the arbitrators
permit a class arbitration or consolidated or joined matter to proceed, this
entire Arbitration Provision will be unenforceable, and the dispute may be
decided by a court. The obligations set forth in this paragraph shall survive
the termination or expiration of this Agreement.

    


    
      	
              12.

            	
              In
      addition to these Standard Conditions of Sale, any Special Conditions of
      Sale set forth on this invoice or in the current price list for the
      products or services sold hereunder shall apply and are incorporated by
      reference. Unless otherwise specified therein, title, liability for and
      risk of loss to Product sold hereunder passes to Buyer upon loading for
      shipment at Seller's producing
location.

            


    

     

    
      	
              13.

            	
              This
      Agreement shall be construed and governed by Delaware law, without regard
      to any applicable conflicts of law provisions, and the terms of the UCC,
      rather than the United Nations Convention on Contracts for the
      International Sale of Goods, shall
apply.

            


    

     

    


    
      	
              14.

            	
              Except
      as expressly provided in any other term or condition of this Agreement,
      any provision hereof which is prohibited or unenforceable in any
      jurisdiction shall, as to such jurisdiction, be ineffective only to the
      extent of such prohibition or unenforceability without invalidating the
      remaining provisions hereof or affecting the validity or enforceability of
      such provision in any other
jurisdiction.

            


    

    


    
      	
              15.

            	
              This
      Agreement supersedes all prior agreements, representations and
      understandings between the parties (whether written or oral) with respect
      to its subject matter and constitutes (along with the exhibits and
      schedules attached hereto) a complete and exclusive statement of the terms
      of the agreement between the parties with respect to the provision of
      products or services hereunder. Not by way of limitation of the
      unqualified nature of the foregoing, Buyer acknowledges, agrees and
      represents that it is not relying upon, and it has not been induced by,
      any representation, warranty, statement made by, or other
      information provided by Seller in connection with its decision to purchase
      or use any product, service, information or technology, other than the
      representations and warranties Seller as and only to the extent expressly
      provided in this Agreement. No modification of this Agreement shall be
      binding upon Seller unless separately contracted in writing and executed
      by a duly authorized representative of Seller. No modification shall be
      effected by the acknowledgment or acceptance of purchase order forms
      stipulating different conditions. Unless Buyer shall notify Seller in
      writing to the contrary as soon as practicable after receipt of this
      invoice by Buyer, Buyer shall be deemed to have accepted the terms and
      conditions hereof and, in the absence of such notification, Buyer's
      acceptance or use of the products, services, information or technology
      shall be equivalent to Buyer's assent to the terms and conditions
      hereof.

            


    

    



    
      
         


      

      
        18

        
          

        

      

      
         


      

    


    


    ATTACHMENT
F

    


    PRICING & PERFORMANCE
INCENTIVE PROGRAMS

    


    


    
      
        	
                *

              	
                [Redacted]

              	 
      


      

    

    


    


    


    


    


    


    


    


    


    


    


    


    


    'Confidential
Treatment Requested'

    


    
 

    19