Assembly Document Template

Assembly Document Template

This Assembly Document Template (the Agreement) is entered into as of by and between:

Recitals

WHEREAS, Assembly Provider is engaged in the business of providing assembly, installation, and related coordination services and has the skill, personnel and resources to perform the services described in this Agreement; and

WHEREAS, Client desires to retain Assembly Provider to perform assembly services on the terms and conditions set forth in this Agreement, and Assembly Provider is willing to perform such services for Client;

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the parties agree as follows.

Scope of Work

Assembly Provider shall perform the assembly services, labor, and project coordination described below. Assembly Provider shall supply qualified personnel, tools, and supervision necessary to complete the work in a professional manner and in accordance with industry standards.

Payment Terms

Client shall pay Assembly Provider for services performed as follows. All amounts are payable in U.S. dollars unless otherwise agreed in writing.

Invoices will be issued by Assembly Provider in accordance with the payment schedule and are due Net days from the invoice date. Unpaid amounts shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. Client shall be responsible for reasonable collection costs, including attorneys' fees, incurred by Assembly Provider in collecting overdue amounts.

Term and Termination

This Agreement shall commence on and shall continue in effect until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon written notice to the other party not less than days prior to the effective date of termination. Either party may terminate for cause if the other party materially breaches this Agreement and fails to cure the breach within fourteen (14) days after receipt of written notice of such breach (or such longer cure period as the non-breaching party may specify).

Upon termination for any reason, Client shall pay Assembly Provider for all services performed and reimbursable expenses incurred through the effective date of termination and any reasonable wind-down costs incurred by Assembly Provider to demobilize personnel and equipment.

Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other, whether orally, in writing, or by inspection, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Each party agrees to hold in confidence and not disclose Confidential Information of the other party, except to employees, agents and contractors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement. The obligations in this section do not apply to information that (a) is or becomes generally available to the public through no fault of the receiving party; (b) was rightfully known to the receiving party prior to disclosure; (c) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (d) is required to be disclosed by law, provided the receiving party gives prompt notice to the disclosing party to allow it to seek protective relief.

Intellectual Property

Unless otherwise agreed in writing, Assembly Provider retains ownership of its pre-existing tools, methodologies, templates, designs and other intellectual property. To the extent Assembly Provider creates work product specifically for Client under this Agreement, ownership of such work product shall vest in Client upon full payment; Assembly Provider hereby assigns to Client all right, title and interest in such work product. Assembly Provider may retain a non-exclusive, royalty-free license to use general know-how and experience developed during performance of the services, provided no Confidential Information of Client is disclosed.

Representations and Warranties; Indemnification

Each party represents that it has the full right, power and authority to enter into this Agreement. Assembly Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION, ASSEMBLY PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. Client shall defend, indemnify and hold Assembly Provider harmless from any third-party claims arising from Client-provided materials, specifications or misuse of delivered work product. Assembly Provider shall indemnify Client for claims arising from Assembly Provider's gross negligence or willful misconduct.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the courts located in that jurisdiction for resolution of disputes arising out of this Agreement.

Entire Agreement; Amendments

This Agreement, including any exhibits and written statements of work incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. No amendment or modification of this Agreement is effective unless in writing and signed by both parties.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party designates by written notice. Notices are effective upon personal delivery, confirmed electronic delivery, or three (3) days after deposit in the mail, postage prepaid.

Execution

The parties may execute this Agreement in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Electronic signatures and signed PDF copies shall be binding and have the same force and effect as original signatures.

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