Fill and Sign the Asset Purchase Agreement by and among Secgov Form

5.17 Form: Tooling Agreement Tooling Agreement Printed name of Buyer subsidiary incorporated in country where Tooling is located ("Buyer"):Signed:____________________________________ Printed name:______________________________ Title:_____________________________________ Date:______________________________________ Printed name of entity possessing Tooling incorporated: in country where Tooling is located ("Vendor"): Signed:____________________________________ Printed name:______________________________ Title:_____________________________________ Date:______________________________________ Description of Tooling: Replacement value of Tooling: Location of Tooling: Buyer and Vendor agree to this Tooling Agreement (this "Agreement") effective as of the first signature date above, each in its own behalf and on behalf of any entity that controls, is controlled by, or is under common control with it ("Affiliate"). In the preceding sentence "control" means the ownership of or proxy over 50% or more of an entity's equity. 1. Purpose. Buyer, or Buyer's customer or designee ("Owner") owns Tooling, as described above, and Vendor, its Affiliates or subcontractors possess Tooling for purposes of fabrication or modification or use in the production of goods for Buyer, its Affiliates and their customers. 2. Title. Owner will have exclusive title to Tooling at all times irrespective of any storage or commingling of Tooling with other materials, components, parts, accessories or other items. Vendor shall not make, grant or permit any title transfer, lien or other encumbrance of or on Tooling. 3. Possession. Vendor will not give over possession or control of Tooling, even temporarily, for any reason to any Affiliate, subcontractor or other party, other than Buyer or Buyer's Affiliates unless such transferee and Buyer have first signed an agreement in the form of this Agreement. No such transfer, other than to Buyer or Buyer's Affiliates, shall end or diminish Vendor's obligations with respect to Tooling hereunder, unless and to the extent specifically agreed to in a writing signed by Buyer. 4. Surrender. Vendor shall surrender possession of Tooling to Buyer or to such other party designated by Buyer promptly upon the request of Buyer. Any such surrender of possession shall be at the expense of Buyer. Tooling shall be surrendered in its original condition, reasonable wear and tear resulting from use excepted. In the event that Vendor is in default under this Agreement or any other agreement or purchase order with Buyer, or is otherwise unwilling or unable adequately to fulfill Buyer purchase orders, Buyer may, upon two hours notice to Vendor, enter any site or sites owned or otherwise under the direct or indirect control of Vendor or Vendor's employees or subcontractors where Buyer- owned machines, tools and/or dies are located, and remove same into Buyer's possession.5. Use, Maintenance, Storage and Destruction. Vendor shall only use Tooling consistent with this Agreement for purposes as directed by Buyer. Vendor shall maintain and store Tooling in production-ready condition, consistent with accepted industry standards or as more specifically directed by Buyer. Only upon written notice from Buyer, Vendor will promptly and permanently render Tooling inoperable. 6. Insurance. Vendor shall, during the Term and at its own expense, insure Tooling against loss, theft or damage by fire or natural calamity, with the usual extended coverage endorsements, in an amount at least equal to its replacement value as entered above or, if not so entered, in a reasonable amount. The policy for such insurance shall be with an insurance company with an A.M. Best rating of A-, VII or better and shall name Buyer as an additional insured. Vendor shall require its agents, representatives, or subcontractors, if any, that may at any time take possession of Tooling with Buyer's prior written consent, to maintain similar and appropriate insurance and, if requested, to furnish Buyer certificates or other adequate proof of such insurance. Certificates furnished by Vendor or Vendor's agents, representatives, or contractors shall contain a clause stating: "[Buyer], Inc. shall be notified in writing at least 30 days prior to cancellation of, or any material change in, the insurance." 7. Confidentiality. Vendor agrees that it will not, from the date hereof and for a period of three years after possession of Tooling has been surrendered to Buyer or its designated recipient, communicate, divulge or use for its own benefit or for the benefit of any other person, partnership, association, or corporation, any confidential information used or employed by Buyer in and about its business that may have been communicated to Vendor by virtue of the purchase order under which Vendor produced Tooling or of any purchase orders relating to production using Tooling. Confidential information shall include trade secrets, business methods, processes of Buyer and any device, design or information used by Buyer and which may give Buyer an opportunity to obtain an advantage over competitors who do not know or use it. It is understood that this section, in addition to any and all remedies, may be enforced by an injunction issued by any court having jurisdiction. 8. Miscellaneous. The provisions of this Tooling Agreement, unless and until amended by a written document signed by both parties, shall prevail over all conflicting provisions in any documents of Vendor or Buyer such as quotations, purchase orders, order acknowledgments and invoices. 9. Binding Effect. This Agreement shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. 10. Governing Law. THIS AGREEMENT AND ALL DISPUTES AND SUITS RELATED THERETO WILL BE GOVERNED, CONSTRUED, AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE COUNTRY WHERE TOOLING IS LOCATED WITHOUT APPLICATION OF CONFLICT OF LAWS PRINCIPLES. The provisions of the United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement. The Parties hereby agree that the courts with jurisdiction over Tooling will have jurisdiction over any matter arising under this Agreement.