MASTER SUPPLY AGREEMENT

This Master Supply Agreement (the "Agreement") is entered into by and between Acme Corp. (the "Seller") and Beta LLC (the "Buyer").

ARTICLE 1 DEFINITIONS

1.1 "Indemnitee" means any person entitled to indemnification under Section 3.1.

1.2 "Products" means the goods described in Exhibit A.

ARTICLE 2 SUPPLY

2.1 The Seller shall deliver the Products to the Buyer. The Buyer shall pay for the Products within thirty days.

2.2 Each Indemnitee shall give notice to the Seller. The Agreement shall be governed by the laws of New York.

ARTICLE 3 INDEMNITY

3.1 The Seller shall indemnify each Indemnitee.

ARTICLE 4 PAYMENT

4.1 The Buyer shall pay each undisputed invoice within thirty days after the Buyer receives it.

ARTICLE 5 LIMITATION OF LIABILITY

5.1 The total liability of the Seller under this Agreement shall not exceed 250,000 dollars.

ARTICLE 7 GOVERNING LAW

7.1 This Agreement shall be governed by the laws of New York.

EXHIBIT A

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