Business CNC Document

BUSINESS CNC SERVICES AGREEMENT

This Business CNC Services Agreement ("Agreement") is entered into as of by and between Client Name: and Service Provider Name: . The parties agree as follows.

WHEREAS

WHEREAS, Provider is engaged in the business of precision CNC machining, fabrication, and related manufacturing services and represents that it has the facilities, personnel, equipment and expertise necessary to perform the services described herein; and

WHEREAS, Client desires to retain Provider to produce parts, assemblies, prototypes, tooling or related deliverables in accordance with Client specifications, drawings and schedules, and Provider is willing to provide such services under the terms and conditions set forth in this Agreement.

WHEREAS, the parties intend for this Agreement to govern the performance, payment, confidentiality, ownership of tooling and deliverables, and other commercial terms between them.

PARTIES' CONTACT INFORMATION

SCOPE OF WORK

Provider shall perform CNC machining services and related manufacturing work as described below, in accordance with the specifications, tolerances and drawings furnished by Client. Provider shall use commercially reasonable efforts to produce deliverables that conform to the stated specifications and industry-standard practices.

PAYMENT TERMS

Client shall pay Provider the amounts set forth below in consideration for the performance of the Scope of Work. All amounts are payable in United States dollars unless otherwise agreed in writing.

All payments not received by the due date shall accrue interest at the rate set forth above and Client shall be responsible for reasonable collection costs, including attorney's fees, incurred by Provider to collect overdue amounts. Provider may suspend work for nonpayment after providing days' written notice.

TERM AND TERMINATION

This Agreement commences on the Start Date: and continues until the End Date: , unless earlier terminated in accordance with this Section.

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

CONFIDENTIALITY

Each party (Recipient) shall keep confidential and shall not disclose to any third party the Confidential Information of the other party (Discloser) and shall use such Confidential Information solely to perform its obligations under this Agreement. "Confidential Information" includes, without limitation, technical data, drawings, specifications, tooling information, pricing, and business plans, whether disclosed orally, in writing, or electronically, but does not include information that: (a) is or becomes generally known to the public through no fault of the Recipient; (b) was rightfully in Recipient's possession prior to disclosure; (c) is rightfully received from a third party without breach of any obligation of confidentiality; or (d) is independently developed by Recipient without use of Discloser's Confidential Information.

Confidentiality obligations shall survive termination of this Agreement for a period of years. Recipient shall take reasonable measures to protect Confidential Information and shall return or destroy Discloser's Confidential Information upon Discloser's request or upon termination of this Agreement.

INTELLECTUAL PROPERTY & TOOLING

All designs, drawings, and specifications furnished by Client shall remain Client's property. Provider may retain ownership of custom tooling and fixtures fabricated by Provider unless otherwise agreed in writing; Client shall reimburse Provider for reasonable tooling costs if required by Provider as a condition of production. Unless otherwise agreed in writing, Provider shall have a limited, nonexclusive license to use Client-provided specifications solely to manufacture parts for Client.

WARRANTIES; INSPECTION; LIMITATION OF LIABILITY

Provider warrants that parts delivered shall conform to the agreed specifications and be free from defects in workmanship for a period of days from delivery. Client's exclusive remedies for breach of the warranty are repair or replacement of nonconforming parts or, at Provider's option, refund of amounts paid for the nonconforming parts. EXCEPT FOR THE EXPRESS WARRANTY ABOVE, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, AND PROVIDER'S AGGREGATE LIABILITY SHALL NOT EXCEED THE AMOUNTS ACTUALLY PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT FOR THE SPECIFIC WORK GIVING RISE TO THE CLAIM.

GOVERNING LAW; NOTICES

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. All notices required or permitted under this Agreement shall be in writing and delivered to the addresses provided above or to such other address as a party may designate by written notice to the other.

ENTIRE AGREEMENT; AMENDMENT

This Agreement (including any exhibits, drawings and purchase orders expressly incorporated herein) constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous understandings and agreements. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. The parties are independent contractors and nothing in this Agreement creates a partnership, joint venture or employment relationship. Neither party may assign this Agreement without the prior written consent of the other, except that Provider may assign this Agreement to an affiliate or successor in interest.

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