Business ECN Packet

Business ECN Packet

This Business Engineering Change Notice Packet (the "Packet") is executed by and between Client Name: and Service Provider Name: Effective Date:

WHEREAS

WHEREAS, Client has requested modifications to goods, services, processes, or documentation that affect product configuration, specifications, or delivery (the "Change"); and

WHEREAS, Provider has prepared and submitted this Engineering Change Notice (ECN) to describe the scope, schedule, cost impact, and implementation plan for the Change; and

WHEREAS, the parties intend that the terms set forth in this Packet govern the review, approval, implementation, and any associated commercial adjustments arising from the Change.

ECN REFERENCE

TYPE AND IMPACT

Change Type: Design Process Material Documentation Software Other

DESCRIPTION OF CHANGE

SCOPE OF WORK

IMPLEMENTATION, SCHEDULE & COST

Estimated Cost (USD):    Cost Impact Summary:

Implementation Start Date:    Estimated Completion Date:

APPROVALS & DISTRIBUTION

Required Approvals: Engineering Quality Procurement Manufacturing Regulatory

PAYMENT TERMS

Agreed Adjustment Amount (if any):

Late Payment Fee:    Payment Method:

TERM AND TERMINATION

Term Start Date:    Term End Date:

Either party may terminate this Packet for material breach if the breaching party fails to cure such breach within the notice period specified above. Termination does not relieve the breaching party of liability for damages arising prior to termination. Upon termination, Provider shall deliver all work-in-progress and Client shall pay for all accepted, completed deliverables and documented costs incurred through the effective termination date.

CONFIDENTIALITY

Each party acknowledges that during performance it may receive Confidential Information of the other party. "Confidential Information" includes non-public technical, commercial, pricing, product, process, tooling, and customer information disclosed in connection with this Packet. Each party agrees (i) to hold the other party's Confidential Information in 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; (ii) not to disclose Confidential Information except to employees, contractors, and advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein; and (iii) to use Confidential Information only for the purposes of performing obligations under this Packet. Confidentiality obligations shall survive termination for a period of five (5) years, or longer if required by law or contract for particular regulated information.

GOVERNING LAW

This Packet shall be governed by and construed in accordance with the laws of the State of Delaware without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in the State of Delaware for resolution of disputes arising under this Packet.

ENTIRE AGREEMENT

This Packet, including any referenced attachments or appendices expressly incorporated by reference, 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 modification, waiver, or amendment of any provision of this Packet will be effective unless in writing and signed by authorized representatives of both parties.

CERTIFICATION

By signing below, each party represents and warrants that it has full power and authority to enter into this Packet and that the individual signing on its behalf is duly authorized to bind the party. The parties acknowledge that attachments identified in this Packet form an integral part of the agreement.

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