Custom Factory Document

CUSTOM FACTORY DOCUMENT

Parties

Effective Date:

Recitals

WHEREAS, Client desires to engage Manufacturer to produce custom manufactured goods and components in accordance with the specifications, quantities, quality standards, and schedule set forth in this agreement; and

WHEREAS, Manufacturer represents that it has the facilities, personnel, experience, and capacity to perform the manufacturing services described in this document on commercially reasonable terms and to the standards required by Client; and

WHEREAS, the parties desire to set forth the terms and conditions under which the parties will cooperate to deliver the finished goods, protect confidential information, and allocate risk.

Scope of Work

Manufacturer shall perform manufacturing, assembly, testing, and packaging services for the products described below. Manufacturer shall produce the products in accordance with the specifications, samples, drawings, material requirements, and quality standards provided by Client. Any deviation from specifications shall require prior written approval from Client.

Payment Terms

Total Contract Price:

Deposit Amount (if any):    Due on or before:

Late Payment: Payments not received within the period stated on the invoice shall accrue interest at the rate of % per month (or the maximum lawful rate if lower). In addition, a late payment administrative charge of may be assessed.

Term and Termination

Term Commencement Date: . Term Expiration Date:

Either party may terminate this agreement for convenience upon days' prior written notice. Either party may terminate immediately for material breach if the breach remains uncured for thirty (30) days following written notice specifying the nature of the breach. Termination shall not relieve Client of its obligation to pay for goods completed and delivered, or for costs reasonably incurred by Manufacturer in performing up to the date of termination.

Confidentiality

Each party acknowledges that in connection with the performance of this agreement it may receive Confidential Information of the other party. "Confidential Information" means non-public technical, business, financial, or commercial information disclosed in any form. Each party shall: (a) use Confidential Information only to perform its obligations under this agreement; (b) restrict disclosure to employees and subcontractors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) take reasonable measures to prevent unauthorized use or disclosure. Confidential Information does not include information that is or becomes publicly known without breach by the receiving party, is rightfully received from a third party free of restriction, or is independently developed by the receiving party without use of the disclosing party's Confidential Information.

Intellectual Property and Ownership

Unless otherwise agreed in writing, Client retains ownership of all product designs, drawings, tooling specifications, and other intellectual property provided to Manufacturer. Manufacturer grants to Client a nonexclusive right to any process improvements or manufacturing documentation created solely to perform Client's work, unless the parties negotiate separate compensation and assignment.

Warranties and Remedies

Manufacturer warrants that finished goods will conform to the agreed specifications and will be free from defects in materials and workmanship for a period of months from delivery. Client's exclusive remedy for defective goods shall be, at Manufacturer's option, repair, replacement, or refund of the purchase price for the nonconforming goods, provided notice of nonconformance is given within a commercially reasonable time. Manufacturer's aggregate liability shall not exceed the total amounts paid by Client under this agreement for the affected goods.

Governing Law

This agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of law principles. The parties agree that any dispute arising out of or relating to this agreement shall be resolved in the courts located in that state, subject to mandatory venue and jurisdiction requirements.

Notices

All notices required or permitted under this agreement shall be in writing and shall be delivered to the addresses set forth above, or to such other address as a party may designate by notice. Notices shall be effective upon receipt when delivered personally, by nationally recognized overnight courier, or by certified mail, return receipt requested.

Entire Agreement

This document, including schedules and attachments executed by the parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior negotiations, representations, and agreements, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Miscellaneous Provisions

Relationship of Parties: Manufacturer is an independent contractor and nothing in this agreement shall be construed to create an employment, agency, partnership, or joint venture relationship. Subcontracting: Manufacturer may subcontract portions of the work only with Client's prior written consent, which shall not be unreasonably withheld. Insurance: Manufacturer shall maintain insurance customary for the scope of work and shall provide certificates upon request.

Additional Provisions

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