Business Assembly Agreement

BUSINESS ASSEMBLY AGREEMENT

This Business Assembly Agreement ("Agreement") is entered into as of between:

RECITALS

WHEREAS, Client desires to procure assembly, integration, and related services for components, subassemblies and finished units as further described herein; and

WHEREAS, Assembler has the facilities, personnel and expertise to perform assembly and related services in accordance with the specifications and schedules agreed by the parties; and

NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement, the parties agree as follows.

SCOPE OF WORK

Assembler shall perform the assembly, testing and final inspection services described below in accordance with industry standards and the specifications provided by Client.

PAYMENT TERMS

Client shall pay Assembler the fees and expenses set forth below in consideration for the services rendered under this Agreement.

Total Contract Price: $

Invoices are due within days of invoice date. Late payments shall accrue interest at the lesser of (i) % per month or (ii) the maximum rate permitted by law. Client shall also reimburse Assembler for reasonable collection costs and legal fees incurred to collect overdue amounts.

Payment Method:

TERM AND TERMINATION

Term Commencement Date: . Term End Date: .

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate for material breach if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach.

Upon termination, Client shall pay Assembler for all services performed and documented costs incurred through the effective date of termination, together with any reasonable wind-down costs preapproved in writing.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other that is marked confidential or, by its nature, would reasonably be considered confidential. The receiving party shall: (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; (b) not disclose Confidential Information to any third party except to its employees and contractors who have a need to know and who are bound by confidentiality obligations no less restrictive than those in this Agreement; and (c) use Confidential Information solely to perform its obligations under this Agreement.

Confidential Information shall not include information that: (i) is or becomes publicly available through no fault of the receiving party; (ii) is rightfully received from a third party without restriction; (iii) was known to the receiving party prior to disclosure as demonstrated by written records; or (iv) is independently developed without use of Confidential Information.

INDEMNIFICATION

Each party (Indemnitor) shall indemnify, defend and hold harmless the other party (Indemnitee) from and against claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of the Indemnitor's breach of this Agreement, willful misconduct, or negligence. Indemnification obligations shall survive termination of this Agreement to the extent related to acts or omissions occurring prior to termination.

NOTICES

All notices under this Agreement shall be in writing and delivered to the addresses set forth below or such other address as a party may designate in writing in accordance with this provision.

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 conflicts of law principles. The parties shall attempt in good faith to resolve disputes through negotiation. If unresolved within 30 days, the parties agree to submit the dispute to binding arbitration administered by a mutually agreed arbitration provider under rules that allow for the award of costs and reasonable attorneys' fees to the prevailing party.

ENTIRE AGREEMENT

This Agreement, including any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether written or oral. Any modification or amendment to this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Relationship of Parties: The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship.

Severability: If any provision of this Agreement is held invalid or unenforceable, such provision shall be modified to the extent necessary to make it valid and enforceable, and the remaining provisions shall continue in full force and effect.

Sign Now