Centri        Coatings & Systems Corporation
SAMPLE MANUFACTURING & CONFIDENTIALITY AGREEMENT

Centri Coatings and Systems Corporation is committed to meeting the needs and requirements of Your Company.  To this end, it is common practice to set down general agreements of mutual benefit to both parties.

1)  Centri Coatings will manufacture or process products to meet Your Company's formulations and specifications.

2)  Centri Coatings is obligated to meet shipment schedules of Your Company, if possible to do so, or advise Your Company of the delays.

3)  The raw materials, containers, etc., to meet the business demand are to be supplied by Your Company.  The quantity may vary, depending on schedules, investment, etc., but initially the business level is to be agreed upon and corresponding quantities established.

4)  Your Company must provide the necessary information and technology, where applicable, for complete understanding of the formulations, processes, and quality controls to Centri Coatings.

5)  Centri Coatings will maintain the quality of products, based on quality control standards approved by Your Company.  Quality control will consist of tests such as weight/gallon, viscosity, and appearance, using ASTM methods as guidelines.

6)  Your Company must provide adequate and reasonable lead times.  Lead times are to be established, but not expected to be absolutely adhered to, due to fluctuations in business.

7)  If the business ceases for whatever reason, Your Company will absorb the cost of finished products "in house".  This cost and the removal of finished products and raw materials is to be handled within six weeks from the date production ceases.

8)  Centri Coatings has limited liability:  Centri Coatings is responsible for the manufacturing of the products according to Your Company's specifications, but not liable for product performance.

9)  All information, including discussions, agreements, technology and quoted prices, is to be held in the strictest confidence by Centri Coatings and Your Company.




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CENTRI REPRESENTATIVE       DATE


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YOUR COMPANY REPRESENTATIVE  DATE