[INSERT DATE]

DEVELOPMENT AGREEMENT

BETWEEN

[INSERT COMPANY NAME]

(THE “CONTRACTOR”)

AND

ELECTROLUX [INSERT COMPANY NAME]

(“ELECTROLUX”)

Table of contents

1 Definitions 2
2 Agency and Authority 4
3 Development 4
4 Electrolux Concept Design 5
5 Specifications 5
6 Quality and Warranties 6
7 Breach of Warranty 7
8 Work Place and Code of Conduct 7
9 Procedure and Acceptance 7
10 Completion 8
11 Purchase Agreement 9
12 Pricing and Payment 9
13 Liability and Recall 9
14 Intellectual Property Rights 10
15 Term and Termination 12
16 Miscellaneous 13
This Agreement is made on [insert date], between:

[insert full name of Company], a company incorporated under the laws of [insert
country of incorporation] with a registered address at [insert registered address] (the
“Principal Contractor”) acting for itself and as agent for and on behalf of the Contractor
Affiliates as defined herein and

Electrolux [insert company name], a company incorporated under the laws of [insert
country of incorporation] with a registered address at [insert registered address]
(“Electrolux”) acting for itself and on behalf of the Electrolux Affiliates as defined herein;
WHEREAS:

(A) The Contractor possess expertise and know-how within the field of development and
manufacturing of [insert the Contractors competency]; and
(B) Electrolux desires the Contractor to develop commercially viable [insert
component /solution], (hereinafter referred to as the “Product”)
(C) The Contractor is willing to develop [insert component/solution] for Electrolux under
the terms and conditions hereinafter set forth.

NOW, THEREFORE the Parties hereto agree as follows:

1 DEFINITIONS

1.1 “Contractor Affiliates” shall mean the subsidiaries or affiliates of the Principal
Contractor as are set out in the Schedule.
1.2 “Electrolux Affiliates” shall mean the subsidiaries, affiliates or sub-contracted
manufacturers of Electrolux as set forth in the Schedule.
1.3 “Contractor” shall refer to the Principal Contractor and each of the Contractors
Affiliates.
1.4 “Electrolux Group” as used herein shall mean the group of companies owned
directly or indirectly by AB Electrolux (publ).
1.5 The terms Contractor and Electrolux as used herein shall be construed in the
singular and the plural form, as context requires. Contractor and Electrolux are
referred to herein individually as a “Party” and collectively as “Parties”.
1.6 “Intellectual Property Rights” means patents, patent applications, utility models,
copyrights, trade secrets, “Know-How”, inventions, discoveries, ideas,
techniques, technical information, procedures, manufacturing or other
processes and software, design, trademarks, service marks, trade names or
other intellectual, industrial or intangible property of any nature.
1.7 “Product” refers to the developed Product specified in the Schedule hereto.
1.8 “Milestone” refers to a series of specified points in time upon which a prescribed
stage of development shall be reached. On the Milestone, the Contractor shall
provide Deliverables to Electrolux as detailed in the Schedule.
1.9 “Deliverables” shall mean any items developed in connection with this
Development Agreement which shall be delivered to Electrolux on each
Milestone.
1.10 “Milestone Acceptance” shall mean the approval issued by Electrolux
acknowledging that the Deliverables meet Specifications.
1.11 “Completion” refers to the point in time when Electrolux issues the Milestone
Acceptance for the final Milestone.
1.12 “Design Material” shall mean physical materials such as equipment, drawings
and prototypes embodying Electrolux Concept Design and put by Electrolux at
the Contractor’s disposal for purposes of the Contractor’s performance of the
Development, as set forth in the Schedule.
1.13 “Electrolux Concept Design” shall mean the conceptual design of the Product(s)
created by Electrolux, as set forth in the Schedule.
1.14 “Specifications” shall mean the technical and other specifications for the
Product as detailed in the Schedule.
1.15 “Documentation” shall mean all reports, drawings, design descriptions and
specifications of new material made by the Contractor while performing the
Development under this Agreement.
1.16 “Development” shall mean the development and other work to be performed by
Contractor or Electrolux hereunder, as set forth in the Schedule.

1.17 “Appliances” refers to any apparatus, device, equipment, mechanism, rig or gear
that is part of or the entire Deliverable.
1.18 “Confidential Information” refers to all written or oral information provided by
Electrolux or its Affiliates to Contractor or its Affiliates under this Agreement.

2 AGENCY AND AUTHORITY

2.1 Electrolux and the Principal Contractor are entering into this Agreement for
themselves and on behalf of each Electrolux Affiliate and each Contractor
Affiliate respectively, and are authorized by each such company on its
respective behalf to:
2.1.1 perform the duties and obligations and exercise the rights, powers and
discretions that are required to be performed and/or exercised under or in
connection with this Agreement;
2.1.2 execute this Agreement and any ancillary agreement, notice or other document
which is required to be executed under or in connection with this Agreement;
2.1.3 agree to any amendment or make any variation or give any waiver which is
required to be agreed, made or be given by an Electrolux Affiliate or Contractor
Affiliate under or in connection with this Agreement;
2.1.4 take any other action as may be necessary or desirable under or in connection
with this Agreement;
2.2 The obligations of an Electrolux Affiliate and a Contractor Affiliate under this
Agreement are several. Failure of an Electrolux Affiliate or a Contractor Affiliate
to perform any obligation hereunder does not relieve Electrolux, Principal
Contractor or any other Electrolux Affiliate or Contractor Affiliate of their
respective obligations under this Agreement.
2.3 Without prejudice to Section 16.11 below, nothing in this Agreement shall prevent
Electrolux and/or the Principal Contractor, if desirable, from accumulating and
amalgamating all rights inuring to the benefit of an Electrolux Affiliate or
Contractor Affiliate hereunder and seeking enforcement of the same in one or, if
desirable, several legal actions.

3 DEVELOPMENT
3.1 Contractor shall perform the Development using its best efforts and with the
highest degree of proficiency, skill, diligence and accuracy and observing the
highest professional standards. The Contractor shall utilize the most up to date
state-of-the-art techniques. The Contractor shall ensure that the Development is
performed in accordance with all applicable laws, rules and regulations and in
accordance with EU standards and regulations, particularly in accordance with
the Directives 2002/96/EC “WEEE” and 2002/95/EC “ROHS” and [insert other
applicable standards and regulations] standards and regulations, including but
not limited to the laws, regulations and directives named in Sections 6 and 8.
The Contractor shall be responsible for obtaining all necessary and appropriate
approvals from relevant authorities.
3.2 Contractor undertakes to design and develop commercially viable Deliverables,
and to make the Specifications for the Deliverables.
3.3 Electrolux shall enjoy exclusivity to the Products from the Contractor for an initial
period of [insert applicable time period ( )] from the first commercial production
of Appliances incorporating the Products.
3.4 Contractor acknowledges and agrees that time is of the essence for the
Development.

4 ELECTROLUX CONCEPT DESIGN

4.1 Electrolux shall provide the Contractor with the Design Material embodying the
Electrolux Concept Design. The Design Material will be delivered free of charge
to an agreed location. The Contractor shall apply the Design Material in
accordance with the terms and conditions of this Agreement.
4.2 The Design Material delivered pursuant to this Agreement comprises Confidential
Information and it is understood by the Contractor to be of an experimental
nature. The Design Material is provided “as is” without warranty of any kind,
express or implied.

5 SPECIFICATIONS

5.1 Contractor shall procure that the Product prior to Completion meets all
requirements set forth in the Schedule and in this Agreement. Contractor
acknowledges and agrees that the Specifications may not be complete upon
signing of this Agreement and, consequently, that additional requirements may
be included in the Specifications in accordance with this Agreement.
5.2 To the extent that the Contractor is currently aware of, or becomes aware of during
the term of this Agreement, any potential enhancements, possible ways of
reducing costs, improved reliability or other improvements relating to the
manufacturing or design of the Product not included in the Specifications or
 reflected by the terms of this Agreement, the Contractor shall without delay
inform Electrolux thereof in writing. The Parties may agree to share the value of
such enhancements, improvements or cots reduction elements.
5.3 Electrolux shall be entitled, at any time during the term of this Agreement, to
introduce modifications to the Development. In the event of such modifications,
the Specifications shall be adjusted accordingly and the aggregate
compensation of the Contractor as set out in Section 12.3 and 12.4 below shall
be increased or decreased in reasonable proportion to the modification as
determined in good faith by Electrolux.
5.4 Contractor shall not be entitled to modify any aspects of the Development without
obtaining prior written consent from Electrolux, which shall not be unreasonably
withheld.
5.5 Contractor shall use the personnel of the Principal Contractor and its Affiliates for
performing the Development. The Contractor may substitute an individual with
another individual only in the event that (i) such individual is no longer available
for reasons beyond Contractor’s reasonable control, or (ii) Contractor has
obtained prior written consent from Electrolux to such a replacement.
5.6 Contractor shall not retain sub-contractors or other third parties to perform the
Development without Electrolux prior written approval, which Electrolux may
grant or withhold in its sole discretion. Retaining sub-contractors or other third
parties to provide the Development shall in no way affect or diminish the
Contractor’s responsibilities under this Agreement and the Contractor shall
ensure that any such sub-contractors or third parties abide by the terms of this
Agreement.

6 QUALITY AND WARRANTIES

6.1 In entering into this Agreement, Electrolux relies upon the Contractor's expertise to
develop the Products and the Contractor accordingly warrants that all
Deliverables and Products developed by the Contractor pursuant to this
Agreement:
6.1.1 conform in all respects to the Specifications set forth in the Schedule or such
other written specifications from Electrolux, if any;
6.1.2 shall be delivered to Electrolux on the Milestones;
6.1.3 are of the prescribed quality and free from all defects in design, material and
workmanship, and are suitable for the purpose for which they are intended;
6.1.4 are upon the issue of the Milestone Acceptance, in addition to Section 6.1.3, of
merchantable quality;
6.1.5 comply with applicable EU rules, regulations and directives, and with applicable
laws and regulations in the countries they are manufactured and intended to be
marketed (if North America, including but not limited to, UL, CUL, CSA, AGA,
FTC and DOE) with regard to manufacturing of the Products and material used
in the Products, including but not limited to all applicable environment, health
and safety regulations;
6.1.6 do not contain any of the materials or substances identified in the Electrolux
Restricted Materials List as published on the website:
http://www.electrolux.com/rml ; unless otherwise agreed in the Schedule; and
6.1.7 will be conveyed with good title and free from any lawful security interest, lien or
encumbrance.
6.2 the Contractor’s obligations under the warranties in Section 6.1 in its entirety shall
be referred to collectively as the “Warranty”. Sections 6.1.1 and 6.1.3 are
limited for the period set out in the Schedule.

7 BREACH OF WARRANTY

7.1 Contractor is obliged to correct any defect or deficiency in the Deliverables in

relation to Specifications and/or this Agreement, without any additional charge
to Electrolux. Contractor shall correct design faults upon discovery by the
Contractor, or after notice thereof by Electrolux as set out in the Schedule.
7.2 Contractor shall indemnify and hold Electrolux harmless for any loss, cost or
damages (including but not limited to fines) arising out of a breach of the
Warranty.
7.3 The foregoing is without prejudice to any other remedies or claims that Electrolux
may have under applicable law.

8 WORK PLACE CODE OF CONDUCT

8.1 The Electrolux Group has adopted a Workplace Code of Conduct (hereinafter
referred to as the Code), to be found at
http://www.electrolux.com/codeofconduct
8.2 In the event it is alleged that the Contractor is in contravention of any of the
requirements in the Code, then Electrolux may request the Contractor to
provide Electrolux with all relevant information, including an action plan setting
out corrective actions (if necessary) to be carried out by the Contractor in order
to cure a breach of the Code, to be received by Electrolux within five (5)
business days from Customer giving Contractor notice thereof. If Electrolux in
its sole discretion determines that the action plan is not contemplated to cure
the breach in a manner satisfactory to Electrolux, then Electrolux is entitled to
terminate this Agreement.

9 PROCEDURE AND ACCEPTANCE

9.1 The Parties shall formulate and agree on a project plan, in which each Party's
relevant tasks and responsibilities are defined. Each Party shall appoint a
project manager.
9.2 Contractor shall issue written Project reports describing the progress, financial and
technical status, commitments and risks, which shall be sent to Electrolux each
month. Contractor shall also record the minutes of all project meetings with
Electrolux and send the minutes to Electrolux for approval.
9.3 The prescribed phase of Development must be complete on the Milestones.
Contractor shall notify Electrolux in writing when the Contractor has met the
requirements for the respective Milestone. Thereafter, the Contractor shall
immediately submit to Electrolux at the address provided by Electrolux, all
Deliverables.
9.4 Electrolux shall in good faith and without undue delay evaluate whether the
Contractor has met the requirements for the relevant Milestone. All Deliverables
shall be subject to testing in accordance with a test report form, which shall be
prepared by the Contractor in accordance with the Milestone requirements,
Specifications, Warranties and reasonable instructions from Electrolux. In
addition to the test results, the test report shall note any deviations and/or
deficiencies in relation to the Milestone requirements, Specifications,
Warranties and/or Electrolux instructions. If the results of the relevant phase of
the Development fulfill, in every respect, the criteria of the Milestone
requirements, Specifications, Warranties and Electrolux instructions, Electrolux
shall without undue delay issue its approval in writing, whereby the relevant
phase shall be considered completed (such approval, a “Milestone
Acceptance”). Electrolux granting of a Milestone Acceptance shall in no respect
limit or diminish the Contractor’s obligations under this Agreement.
9.5 If there are any deviations and/or deficiencies in a Development phase in relation
to the Milestone requirements, Specifications, Warranties and/or Electrolux
instructions, the Contractor shall be given the opportunity to remedy them within
an appropriate period of time, where after a new appraisal shall be performed
by Electrolux in accordance with the above.
9.6 Prior to issue of the Milestone Acceptance, the Contractor shall forward to
Electrolux, at their own expense, a complete file containing affidavits,
verifications, certificates and such other evidence as may be reasonably
requested by Electrolux, evidencing that the developed Product comply with EU
rules, regulations and directives, and with applicable laws and regulations in the
countries in which the products are intended to be manufactured or sold and
marketed (if North America including but not limited to , UL, CUL, CSA, AGA,
FTC and DOE) with regard to manufacturing of the developed Products and
material used in the developed Products, including but not limited to all
applicable environment, health and safety regulations. All documents provided
pursuant to this Section 9.6 shall be in English.
9.7 Electrolux shall be entitled to use the results of each phase of the Development
commencing at the latest on the dates stipulated for the respective Milestone,
regardless of whether the results have been subject to a Milestone Acceptance.
9.8 To the extent Electrolux’ personnel wants to visit the Contractor’s facilities for
audit/inspection, the Contractor shall allow for such visits during normal
business hours.

10 COMPLETION

10.1 Upon Completion, Contractor shall at no additional cost immediately:

10.1.1 deliver any undelivered Deliverables to Electrolux; and
10.1.2 return to Electrolux any Design Material as well as any other material,
documentation and other media (whether originals, copies or in other forms)
containing Confidential Information and cease making use of any Confidential
Information and Intellectual Property belonging to Electrolux.
11 PURCHASE AGREEMENT

11.1 Electrolux may, upon Completion, request the Contractor to enter into a Purchase
Agreement in accordance with the Electrolux standard Purchase Agreement on
commercial terms.
11.2 If a Purchase Agreement is entered into, Electrolux shall enjoy exclusivity to the
Products supplied by the Contractor for a period of [insert applicable time
period] from the date of the first delivery of the Product under the Purchase
Agreement.
11.3 If a Purchase Agreement is not entered into, the Contractor hereby grants to
Electrolux an exclusive, global, royalty free, transferable and assignable right
and license with respect to the Product – whether patented or not – to
manufacture, have manufactured, market and sell the Product.

12 PRICING AND PAYMENT

12.1 Prior to each Milestone or upon request by Electrolux, the Contractor shall submit
to Electrolux a calculation of the cost of materials and the time expended on the
Development as set forth in the Schedule.
12.2 In consideration for the performance of the Contractor’s obligations under this
Agreement, Electrolux shall compensate the Contractor on a time-and-materials
basis plus a reasonable profit (“Applicable Payment”).
12.3 The Contractor shall issue an invoice at each Milestone. Payment shall be settled
within such number of days from the date of issue as are set forth in the
Schedule. Upon Completion, the Contractor shall immediately provide a final
invoice.
12.4 Contractor shall bear the cost of any and all applicable taxes, including profit,
sales, use, excise or similar taxes. If, in accordance with any applicable laws,
any withholding or other similar tax is imposed by any public authority on any
amount to be remitted by Electrolux to Contractor, Electrolux shall be entitled to
deduct or cause the deduction of the amount of such taxes.

13 LIABILITY AND RECALL

13.1 Contractor agrees to hold harmless and indemnify Electrolux, its divisions,
directors, employees, agents, distributors, dealers, Electrolux or representatives
(“Indemnified Parties”) in full from and against any and all liability (including
reasonable attorney’s fees and Indemnified Parties deductible if Indemnified
Parties insurance is utilized), arising out of (i) the death or injury to any person,
or damage to any property, by whomsoever suffered, resulting or claimed to
have resulted from (a) any breach of the Contractor's Warranty as defined
herein; (b) or breach against any health, safety or environmental regulation or
(c) from any purchase, sale, use or operation of any Product developed
hereunder, unless the death, injury or property damage arises from installation,
service or repair of the Product, which has been performed contrary to
Contractor’s written instructions furnished to Electrolux and (ii) Contractor’s
failure to satisfy its obligations under this Agreement or any untruthful
statements or representations by Contractor in this Agreement.
13.2 In the event that it is necessary in order to avoid injuries or danger to any person
or property, or there is an order from a governmental body (or if required to
avoid such an order), to withdraw or recall a Product or an Appliance into which
the Product has been incorporated as a result of the Product itself, the
Contractor shall likewise fully indemnify and save harmless and defend
Electrolux from any and all costs, expenses or liabilities arising there from
(including reasonable attorney’s fees and Electrolux’ deductible if Electrolux
insurance is utilized).

14 INTELLECTUAL PROPERTY RIGHTS

14.1 Contractor acknowledges that all Confidential Information is the property of

Electrolux and agrees to use such Confidential Information solely in the
performance of the Development pursuant to this Agreement.
14.2 Nothing in this Agreement shall be deemed to grant to the Contractor any express
or implied license or right to any Intellectual Property of Electrolux or any other
company within the Electrolux Group. Contractor shall, however, be entitled to
make use of the Intellectual Property rights belonging to Electrolux, to the
extent necessary for the Contractor’s performance of the Development under
this Agreement.
14.3 Electrolux shall be the exclusive owner of all patents, copyrights, trademarks,
design rights and other intellectual property rights and know-how including
discoveries, inventions, technical information, procedures, manufacturing or
other processes and software (referred to herein as “IP and Know-How”)
developed by or, directly or indirectly, on behalf of the Contractor after the
signing of this Agreement and that (i) are related to the Products, or (ii) arise as
a result of any work provided to Electrolux under this Agreement as amended
from time to time (intellectual property rights and know-how described in (i) and
(ii) of this Section referred to herein as “Future Intellectual Property Rights
and Know-How”).
14.4 Electrolux shall be the exclusive owner of the Product and legal title to the Product
is and shall be immediately and fully assigned and transferred to Electrolux
upon creation irrespective of whether the Development has been completed
and whether or not the Contractor has received compensation. The assignment
and transfer shall include all methods and forms of use and exploitation,
including any and all new technology, and it shall not be limited in time or
territory and Electrolux may, in its sole discretion, change, alter, amend, add to,
delete from and otherwise modify the Product, including but not limited to, any
and all cuts, edits, rearrangements and other alterations, additions and
deletions of the Product and assign and transfer and license the Product.
Contractor shall take all actions and execute all documents as may be
requested by Electrolux to establish the foregoing.
14.5 Contractor shall, and undertakes to procure that all of its directors, officers,
employees and sub-contractors or other third parties involved in the
performance of the Development will, at any time upon request and at no
additional cost to Electrolux, execute and deliver all such documents, forms and
authorizations as may be required by the relevant registration authorities in the
countries concerned, to enable Electrolux to lodge an application and
registration of Intellectual Property forming part of the Products, including
 Future Intellectual Property Rights and Know-How, as well as assist Electrolux
in any legal proceedings against third parties.

14.6 Contractor shall not be entitled to use the Products in its future business without
Electrolux having granted the Contractor an explicit license in writing.
14.7 Contractor may not, during the performance of the Development or thereafter, use,
directly or indirectly, other than for the furtherance of Electrolux’ interests, the
same or similar ideas, concepts or themes as those forming part of the
Products.
14.8 For purposes of verifying the creation of Intellectual Property, the design and
development performed by Contractor under this Agreement shall be well
documented as per Electrolux’ instructions.
14.9 Contractor warrants to the Electrolux that the Product (including every component
of the Products) do not and will not infringe, constitute a misappropriation or
impairment of or otherwise cause damage to or interfere with intellectual
property rights or know-how of any third party anywhere in the world. Contractor
agrees to hold harmless and indemnify all entities within the Electrolux Group,
directors, employees, agents, distributors, dealers, Electrolux or representatives
in full from and against any and all direct and indirect claims, damages, losses,
costs and expenses, including attorney’s fees, arising out of Contractor’s
breach of the warranty set out in this Section 14.9.
14.10 In the event of the institution of any infringement action by a third party against any
entity within the Electrolux relating to the Products, Contractor shall cooperate
in the defense as requested by the Electrolux, at the Contractor’s expense. All
costs (including damages and attorney’s fees) relating to judgments and
settlements resulting from such action shall be paid by the Contractor.
14.11 Contractor shall defend any action or proceeding instituted involving any Pre-
Existing Intellectual Property Right defined in Section 1.6 and 14.3 or not and
Know-How including those involving interference, re-issue, re-examination,
revocation, invalidity, or unenforceability of any patents or denial of issuance
thereof (“Action of Defense”). Electrolux shall have the right but not the
obligation to (i) be represented by advisory counsel in such Action of Defense at
Contractor’s expense, or (ii) intervene and assume sole control of the Action of
Defense at Contractor’s expense. Contractor shall render all assistance
requested by Electrolux and issue all necessary documents to enable Electrolux
to perform its rights as set out in this Section under (i) and (ii). In the event that
Contractor does not bring appropriate Action of Defense to be decided by
Electrolux in Electrolux sole discretion, Electrolux shall be entitled to institute
such Action of Defense as Electrolux deems appropriate, in which case
Contractor shall bear all costs and expenses and render all assistance
requested by Electrolux and issue all necessary documents to enable Electrolux
to institute such action.
14.12 In the event that Electrolux requires the testimony of individuals employed or
otherwise engaged by, or associated with, the Contractor or any other
assistance, Contractor agrees to make such individuals available for such
purposes and provide the required assistance.
14.13 Subject to 12.4 and except for any restricted manufacturing license to Contractor
set out in the Schedule, nothing in this Agreement shall be deemed to grant to
 Contractor any express or implied license or right to any intellectual property or
know-how of the Electrolux Group.
14.14 This Section 14 shall survive the expiration or any termination of this Agreement
for whatever reason.

15 TERM AND TERMINATION

15.1 This Agreement shall continue until the Completion is reached, or any earlier
termination date as per the provisions of this Agreement.
15.2 In the event that this Agreement is terminated, Contractor shall, subject to
Electrolux paying the Contractor's compensation as per this Agreement, provide
free access to Electrolux to obtain all relevant Documentation, Deliverables and
specifications from Contractor free of charge, enabling Electrolux to obtain
alternative material for the Product from a third party without loss of Electrolux'
manufacturing program. In such event it is incumbent on the Contractor to
provide to Electrolux recommendations and technical assistance in transferring
the manufacturing technology of the Product using the Products.
15.3 Notwithstanding any termination of this Agreement, Sections 3.3, 7.1, 9.7, 12.4,
13.1,13.2, 16.3, 16.5 and 16.6 shall survive termination of this Agreement.
15.4 In addition to any other provision for termination in this Agreement, this Agreement
may be terminated immediately by either Party in the event of the occurrence of
any of the following events by sending a written notice to the other Party by
registered mail, if the other party:
15.4.1 continues in default of any obligation imposed on it herein for more than thirty
(30) days after written notice has been sent by registered mail to the other
Party;
15.4.2 is subject to liquidation, reconstruction, composition or is the subject of a petition
for bankruptcy, or is otherwise unable to pay its debts.
15.4.3 commits any act material and irreparable injury to goodwill or reputation of the
first Party, or a fraud on or betrayal of confidence in or criminal act against the
first Party or disclosure or divulgence of the first Party's confidential information.
15.5 Electrolux may at any time and for any reason terminate this Agreement by giving
Contractor immediate written notice. Upon receipt of such notice, Contractor
shall, unless Electrolux directs otherwise, immediately discontinue the
Development. Should Electrolux terminate the Agreement pursuant to this
Section, Contractor shall be entitled to payment only for the Development
completed in conformity with this Agreement up to the date of the termination
notice, plus compensation for Contractor’s reasonable and verified direct costs
pertaining to such early termination by Electrolux (excluding any costs incurred
by Contractor during all preceding stages of its co-operation with Electrolux, if
any) due to this Agreement as set forth in the Schedule. Contractor shall not be
entitled to any claim against Electrolux for any additional compensation or
damages in the event of such termination.
15.6 The right to terminate this Agreement shall be without prejudice to any other right
or remedy of either Party in respect of the breach concerned (if any) or any
other breach.
15.7 Upon expiration or termination of this Agreement for any reason the Contractor
shall immediately:
15.7.1 provide a full account of its performance of the Development;
15.7.2 deliver any undelivered Deliverables to Electrolux; and
15.7.3 return to Electrolux any Design Material as well as any other material,
documentation and other media (whether originals, copies or in other forms)
containing Confidential Information and cease making use of any Confidential
Information and the Intellectual Property rights of Electrolux.

16 MISCELLANEOUS

16.1 This Agreement may only be amended or modified in writing by representatives of

the Principal Contractor and Electrolux.
16.2 The rights and benefits of the Contractor under this Agreement shall not be
assigned, mortgaged, charged, transferred or otherwise disposed of without the
prior written consent of Electrolux. Electrolux may assign this Agreement, in
whole or in part, to any affiliated company without consent of the Contractor.
16.3 All commercial, financial, technical information, know how and experience, as well
as any information provided by Electrolux or its Affiliates which either Party may
derive from the other Party during their co-operation shall be confidential, and
the Parties shall at all times use all Electrolux Affiliated companies on an as
needed basis. This reasonable effort to prevent its disclosure to all third parties
undertaking shall not apply to information which (i) is or becomes public
knowledge otherwise than by unauthorized disclosure in breach of this
Agreement, (ii) is obtained from a third party who did not obtain it by
unauthorized disclosure from either Party, (iii) is independently known or
developed by the recipient of such information or (iv) is required to be disclosed
by law or a listing agreement to which a Party or an affiliate may be bound. The
confidentiality obligations stated herein shall survive the termination of this
Agreement for a period of five (5) years.
16.4 Upon written request by Electrolux and in any event upon expiration or termination
of this Agreement for any reason, Contractor shall promptly return the
Electrolux Concept Design and the Documentation by its Affiliates or sub-
contractors in tangible form (whether stored in writing, magnetic or electronic
media, or otherwise) together with any copies thereof to Electrolux, and
thereafter shall not use any such information in any way whatsoever.
16.5 Contractor shall in no event be entitled to compensation for indirect losses, such
as loss of profit, loss of use, or consequential loss.
16.6 Contractor shall not issue any press release or public announcement (including,
without limitation, any announcements made via any posting on the Internet), or
other similar publicity announcing the existence of this Agreement or relating to
any term or condition of this Agreement or the relationships created by this
Agreement, without the prior written consent of Electrolux.
16.7 Contractor shall obtain and maintain throughout the term of this Agreement and
shall upon Electrolux’ request, provide documentary evidence of:
16.7.1 insurance coverage in a sufficient amount to ensure adequate coverage against
fire, burglary and similar events for all Design Material and documents and
 media containing data about the Development as well as for any other assets
belonging to Electrolux held by Contractor;
16.7.2 professional indemnity insurance policy with a limit of indemnity of not less than
ten million Euros for any one occurrence or series of occurrences arising out of
any one event in respect of any negligence and/or breach or non-performance
of this Agreement by Contractor in the performance of the Development.
16.8 Neither Party shall assign, transfer or otherwise dispose of this Agreement in
whole or in part or any right or obligation there under to any individual, firm or
corporation without the prior consent of the other Party in writing.
16.9 Whenever this Agreement requires a notice to be sent to a Party, such
communication shall be in writing by registered letter or fax and confirmed by
registered letter, at the address given above. A notice shall be deemed to be
received seven days after the other Party has dispatched it by registered letter.
16.10 In the event that one or more of the provisions hereof being subsequently declared
invalid or unenforceable by court or administrative decision, such invalidity or
unenforceability of any of the provisions shall not in any way effect the validity
or enforceability of any other provisions hereof except those which the
invalidated or unenforceable provisions comprise an integral part of or are
otherwise clearly inseparable from such provisions.
16.11 Any disputes arising out of or in connection with this Agreement are to be resolved
in the first instance by good faith discussions between the parties. If the dispute
fails to be resolved through consultations between the parties, then the dispute
shall be referred to and finally resolved by arbitration. The arbitration
proceedings shall be conducted in Stockholm, Sweden in accordance with the
Arbitration Rules of the Arbitration Institute of the Stockholm Chamber of
Commerce. The arbitral tribunal shall be composed of three (3) arbitrators and
the arbitration proceedings shall be conducted in the English language. The
arbitral award shall be final and binding on all Parties, and the Parties agree to
be bound thereby and to act accordingly. The costs of arbitration shall be borne
by the losing Party or Parties.
16.12 When any dispute occurs and when any dispute is under arbitration, except for the
matters under arbitration, the Parties shall continue to exercise their other
respective rights and fulfill their other respective obligations under this
Agreement.

16.13 The parties hereby explicitly agree that the confidentiality undertaking in clause
16.3 shall be upheld by both parties in relation to any arbitration proceeding and
any arbitration award or decision, except in the event disclosure is required by
mandatory law or necessary in order to enforce an arbitration award or decision
against one of the parties.

16.14 Notwithstanding any of the provisions of Section 16.11 above, Electrolux shall
always be entitled to initiate proceedings with local courts and other relevant
authorities in the country in which the following described controversies,
disputes or claims arise: (i) infringement by the Contractor of any trademark or
patent or other Intellectual Property Rights and Know-How to which the
Electrolux or any company within the Electrolux Group has title or license, (ii)
any failure by Contractor to fulfill its supply obligations hereunder.
16.15 This Agreement, together with all Schedules, Appendices, Exhibits and
attachments hereto, supersedes and invalidates any previous – oral or written –
agreement between the Parties shall be fulfilled in accordance with its own
terms and those of this Agreement, together with all Schedules, Appendices,
Exhibits and attachments hereto. This Agreement, together with all Schedules,
Appendices, Exhibits and attachments hereto constitutes the entire agreement
between the Parties and there are no other agreements or commitments except
as set forth herein. Each of the Parties acknowledges and agrees that in
entering into this Agreement it has not relied on (nor has it been induced to
enter into this Agreement by) any statement, representation, warranty or
understanding made prior to this Agreement.

As witness this Agreement has been executed by or on behalf of the parties the day and
year first before written.

ELECTROLUX [insert company name] [INSERT CONTRACTOR’S NAME]

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