Assembly Coop Document

ASSEMBLY COOP AGREEMENT

This Assembly Coop Agreement (Agreement) is entered into as of by and between:

Individual LLC Corporation Cooperative

Individual LLC Corporation Cooperative

WHEREAS

WHEREAS, Assembly Coop Name: operates a member-managed cooperative focused on the coordinated assembly, fabrication, and collaborative production of goods and services; and

WHEREAS, Member Name: desires to participate in and contribute resources to the cooperative assembly activities under the terms contained herein; and

WHEREAS, the parties wish to set forth their rights and obligations regarding scope of work, compensation, confidentiality, and governance in a written agreement.

SCOPE OF WORK

The Assembly Coop shall coordinate and provide assembly, staging, and quality assurance services as described below. Member shall provide labor, materials, and access as required by the cooperative schedule.

PAYMENT TERMS

In consideration for services and contributions under this Agreement, Member shall pay or receive compensation as set forth below. All amounts are denominated in lawful currency.

Invoices are due within days of receipt unless otherwise agreed in writing. Overdue balances shall incur a late fee of % per month or the maximum permitted by law, whichever is less.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon giving written notice at least days prior to the effective termination date. Termination for cause may be immediate where a material breach remains uncured for a period of 14 days following written notice.

CONFIDENTIALITY

For the purposes of this Agreement, "Confidential Information" means non-public business, technical, financial, process, or customer information disclosed by one party to the other, whether oral, written, or electronic. Each party agrees to hold Confidential Information in confidence and not disclose it to third parties except to employees, contractors, or agents who have a need to know and who are bound by confidentiality obligations no less protective than those herein.

Confidential obligations shall not apply to information that (i) is or becomes generally available to the public through no fault of the receiving party; (ii) was rightfully known to the receiving party prior to disclosure; (iii) is independently developed without use of Confidential Information; or (iv) is required to be disclosed by law, provided that the disclosing party is given prompt notice to seek protective relief. Confidential obligations shall survive termination of this Agreement for a period of two (2) years, except for trade secrets which shall be protected for so long as they remain trade secrets.

INTELLECTUAL PROPERTY AND DELIVERABLES

Unless otherwise agreed in writing, work product, designs, and deliverables produced under this Agreement shall be owned by Assembly Coop, subject to a worldwide, royalty-free license to Member for cooperative operations. Each party represents that its contributions do not infringe third-party intellectual property rights and agrees to obtain any necessary third-party licenses at its expense.

INDEMNIFICATION; INSURANCE

Each party (Indemnitor) shall indemnify, defend, and hold harmless the other party (Indemnitee) from and against any third-party claims, liabilities, losses, or expenses arising from Indemnitor's breach of this Agreement, negligence, willful misconduct, or infringement of third-party rights. The indemnifying obligations are conditioned upon prompt notice of claim and cooperative defense.

During the term of this Agreement, each party shall maintain at its expense insurance coverage appropriate to its operations, including commercial general liability and workers' compensation as required by law. Certificates of insurance shall be produced upon reasonable request.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. The parties shall attempt in good faith to resolve disputes by negotiation; if unresolved, disputes shall be submitted to mediation prior to any court action. Venue for any litigation shall be the state or federal courts located in the county where Assembly Coop maintains its principal place of business.

MISCELLANEOUS

Entire Agreement: This Agreement, including referenced exhibits or attachments if any, constitutes the entire agreement between the parties and supersedes all prior negotiations and understandings. Any amendment must be in writing and signed by authorized representatives of both parties.

Severability: If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Assignment: Neither party may assign this Agreement without the prior written consent of the other, except to a successor in interest to substantially all of its business.

Notices: All notices required or permitted hereunder shall be in writing and delivered to the addresses set forth above or to such other address as either party may designate by notice.

EXECUTION

The parties acknowledge that they have read and understand this Agreement, and that the individuals signing on behalf of each party are authorized to bind that party to the terms and conditions herein.

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