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---
title: Memorandum
page:
  size: Letter
  margin: 0.75in
  header:
    left: |
      **Harbor & Stone LLP**
      120 Water Street, Suite 400
      Boston, MA 02109
    right: |
      *Privileged & Confidential*
      Attorney work product
      `HS-2026-118`
  footer:
    left: Harbor & Stone LLP
    center: "{title}"
    right: Page {page} of {pages}
---

# Memorandum

**To:** Board of Directors, Northwind Foods Inc.  
**From:** Harbor & Stone LLP  
**Date:** 12 October 2026  
**Re:** Supply agreement with Delta Packaging

The letterhead has three lines on each side, written as YAML blocks (`|`) in the front matter. It is taller than the 0.75 inch top margin, so the margin grows to fit it on every page.

## 1. Term and renewal

The agreement runs for three years and renews for one year at a time unless either party gives 90 days' notice.

> **Clause 2.1** The Initial Term shall commence on the Effective Date and continue for thirty-six (36) months.

We recommend a 180-day notice period, so the company has time to qualify a second supplier.

## 2. Price adjustments

Prices follow the producer price index for paper and board, reviewed every six months. The index has risen 7% in the last year.

| Review | Index change | Price change |
|:--|--:|--:|
| January 2026 | +3.1% | +3.1% |
| July 2026 | +3.8% | +3.8% |
| January 2027 | cap 5% | at most +5% |

## 3. Liability

Liability is capped at the fees paid in the previous twelve months. This is common, but the cap should not apply to breaches of confidentiality or to product contamination.

## 4. Recommendation

Sign after three changes: a 180-day notice period, a 5% cap on each price review, and the two carve-outs from the liability cap.