THE REPUBLIC OF UGANDA

IN THE MATTER OF THE CONTRACT ACT, 2010

MEMORANDUM OF UNDERSTANDING

This Supply Agreement (this “Agreement”) is made as of the __01____ day of _____02__________,
2022____ (the “Effective Date”) by and between:

Supplier: Forest Paper Packaging Company Limited ("Supplier"), located at Plot 310,Masaka
road,Katende,Mpigi_ and

Buyer: Exodus Equipments-SME Limited__ ("Buyer"), located at Plot 378,Tirinyi Road,Chinese

1. Supply of Products. Supplier shall supply to Buyer -Packaging Boxes

Buyer will make all reasonable efforts to provide clear instructions, documentation, and product
specifications to Supplier. Supplier must supply the Products in accordance with this Agreement, in
compliance with applicable laws and regulation, and using generally accepted industry practice.

Additional Orders
Buyer may submit additional orders under this Agreement. Buyer shall submit orders for the Products
by submitting a purchase order to Supplier (the "Purchase Order") detailing the number of units of the
Products to be supplied.

2. Payment.

Supplier will be paid ugx or usd per unit for the number of units specified in each Purchase Order.
Payment shall be made:

After submitting a Purchase Order. Payments shall be made within ____50%___from the
date of each Purchase Order.
After delivery of the Products. Payments shall be made within ____50%______ from the
date the Products are delivered.

3. Late Payments. Supplier will be entitled to charge interest of _____1_____% on any unpaid balance
more than ____90______ days past due.

4. Shipments. The Products will be delivered by Supplier to Buyer:

5. Product Acceptance. The Products delivered by Supplier will be inspected and tested by Buyer within
_____02_____ days of delivery. If the Products delivered do not comply with the specifications in the
SOW and Purchase Order, Buyer has the right to reject the non-conforming Products. Products not
rejected within ___02______ days of delivery will be deemed to be accepted by Buyer. In the event any
Products do not comply with the specifications in the SOW and are rejected by Buyer, Buyer may, at its
option:
Return for a replacement
Return for a credit
Return for a refund

6. Term. This Agreement commences on the Effective Date and will remain in effect for ____05______
years. This Agreement will: (Check one)

Terminate, unless the parties have mutually agreed in writing to renew it for an additional term.
Renew automatically for a term of _____05_____ year(s), unless either party has given at least
______30____ days written notice not to renew to the other party.

7. Termination. Buyer and Supplier may at any time by mutual consent decide to terminate this
Agreement pursuant to written and delivered notice to the other party. Buyer may terminate Supplier's
rights to supply the Products for any reason on ___30_______ days’ written notice of termination.
Supplier retains the right at any time to terminate its obligations to supply the Products on __________
days’ written notice of termination. This Agreement also may be terminated automatically, without notice,
(i) upon the institution by or against Buyer or Supplier of any insolvency, receivership or bankruptcy
proceedings or any other proceedings for the settlement of debts, (ii) upon Buyer or Supplier's making an
assignment for the benefit of creditors, or (iii) upon Buyer or Supplier's dissolution.

8. Default. If either party should fail to perform its respective obligations under the terms of this
Agreement, the other party will notify of the party that it is presumed to be in default and give reasonable
recourse to cure the stated issue. The defaulting party will have the opportunity to cure the default within
___30_______ days of notice by the other party. In the event of a failure to cure a breach or default within
the stipulated time, the other parties will have the right to terminate this Agreement immediately.

9. Effect of Termination. Upon the termination of this Agreement, the rights granted to Supplier pursuant
to this Agreement will automatically terminate. All payments owing from Buyer to Supplier, or refunds due
from Supplier, will become immediately due and payable, and legally enforceable, upon termination.
Supplier will not make or retain any copies or samples of any confidential items or information which may
have been entrusted to it.

10. Confidentiality. In the course of supplying the Products, each party may be exposed to confidential
and proprietary information of the other party, including designs, drawings, materials, manufacturing
specifications, trade secrets, business and financial information and other confidential information (the
“Confidential Information). During the term of this Agreement, each party will refrain from disclosing any
Confidential Information of the other party, except for the strict purposes or activities specifically
authorized in this Agreement or if required by law. Each party will use all reasonable efforts to maintain
the privacy of the Confidential Information in its possession or control.

11. Limitation of Liability. In no event will either party be liable for costs, expenses, or damages in
connection with this Agreement in excess of actual costs, expenses, damages, or provable and actual lost
revenue.

12. Force Majeure. Neither party will be liable for the costs or expenses arising from any failure or delay
in the performance of this Agreement that is due and attributable to causes beyond the control of either
party, including but not limited to acts of God, weather, war, civil unrest, strikes, lockouts, destruction of
production facilities, riots, insurrection, terrorist attacks, government regulatory actions, acts or decrees of
governmental or military bodies, fire, casualty, flood, earthquake, or any other force majeure event,
provided that the party has used commercially reasonable efforts to mitigate the effects of the cause.
Supplier will not be liable for any delays in the normal production or interruption in the workflow process
caused by changes to the specifications by.

13. Assignment. The parties agree that their rights and obligations under this Agreement may not be
transferred or assigned without the prior written consent of Buyer. Buyer may assign its rights and
obligations under this Agreement without Supplier's consent.

14. Successors and Assigns. This Agreement shall be binding and inure to the benefit of the parties
and their respective legal representatives, heirs, administrators, executors, successors and permitted
assigns.

15. Entire Agreement. This Agreement contains the entire agreement between the parties hereto with
respect to the subject matter hereof, and supersedes all prior negotiations, understandings and
agreements.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.
 Buyer Signature Buyer Full Name

Supplier Signature Supplier Full Name