Business CNC Proposal

BUSINESS CNC PROPOSAL

Client Name:    Proposal Date:    Proposal No.:

Recitals

WHEREAS, Client desires to obtain computer numerical control ("CNC") manufacturing, machining, and related fabrication services for components and assemblies identified in this Proposal; and

WHEREAS, Contractor owns and operates CNC equipment, tooling, and qualified personnel capable of performing the services described, and is willing to perform such services pursuant to the terms and conditions set forth in this Proposal; and

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

Scope of Work

Contractor will provide CNC manufacturing services as set forth below. Services include programming, material setup, machining, finishing, inspection, and delivery of parts meeting agreed specifications and tolerances. All work will be performed in a commercially reasonable manner consistent with industry standards.

Payment Terms

Client shall pay Contractor the fees set forth below in consideration for the services and deliverables. All amounts are in U.S. dollars unless otherwise stated.

Interest on overdue amounts will accrue at the rate specified above, or the maximum rate allowed by law if lower. Client will also reimburse Contractor for reasonable collection costs and attorneys' fees if payment is delinquent.

  Client is responsible for applicable sales, use, excise, and other taxes arising from the transactions contemplated by this Proposal, except for taxes based on Contractor's net income.

Term and Termination

This Proposal commences on the Start Date and, unless earlier terminated in accordance with this section, continues until completion of the services or the End Date, whichever occurs first.

Start Date:    End Date:

Either party may terminate this Proposal for convenience upon providing the notice period above. Either party may immediately terminate for material breach if the breaching party fails to cure within fifteen (15) days after written notice of breach, or immediately for insolvency, bankruptcy, or conduct creating an immediate safety risk.

Confidentiality

For purposes of this Proposal, "Confidential Information" means non-public business, technical, pricing, product, design, process, and other information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential. Each party will: (a) hold Confidential Information of the other in strict confidence; (b) not disclose such Confidential Information except to those employees, agents, or subcontractors who have a need to know and who are bound to confidentiality no less protective than this section; and (c) use Confidential Information only to perform obligations under this Proposal. Confidential Information does not include information that: (i) is or becomes publicly known through no act of the receiving party; (ii) is rightfully received from a third party without obligation of confidentiality; or (iii) is independently developed without using the other party's Confidential Information.

  Client acknowledges and agrees to the confidentiality obligations set forth above.

Intellectual Property and Work Product

Unless otherwise agreed in writing, Contractor retains ownership of all tooling, programs, fixture designs, and proprietary processes created or used in providing the services. Title to finished parts transfers to Client upon full payment. Client grants Contractor a limited, non-exclusive license to use Client-supplied drawings and data strictly to perform the services.

Limitation of Liability

Except for liability arising from gross negligence or willful misconduct, each party's aggregate liability under this Proposal shall not exceed the total fees paid by Client to Contractor under this Proposal. Neither party shall be liable for consequential, incidental, special, or punitive damages.

Governing Law

This Proposal is governed by and shall be construed in accordance with the laws of the State of without regard to conflict of law principles. The parties agree that the state and federal courts located in that State shall have exclusive jurisdiction over disputes arising out of or relating to this Proposal.

Entire Agreement; Amendment

This Proposal, including any attachments and accepted purchase orders, constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings. No amendment to this Proposal will be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous

Contractor is an independent contractor and not an employee, agent, or partner of Client. Neither party may assign its rights or delegate its duties under this Proposal without the prior written consent of the other party, except that Contractor may assign to a successor in connection with a merger or sale of substantially all its assets.

Any provision that is held invalid or unenforceable will be enforced to the maximum extent permitted and the remaining provisions will remain in full force and effect.

Acceptance

The undersigned, having authority to bind the respective parties, hereby accepts and agrees to the terms of this Business CNC Proposal. Execution below by both parties constitutes a binding agreement.

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