Dovetail Slot Template

DOVETAIL SLOT TEMPLATE

Parties

Recitals

WHEREAS, Client Name: desires the fabrication and delivery of precision dovetail slot(s) described herein for use in Client's assembly or product; and

WHEREAS, Contractor Name: possesses the tooling, technical skill and workmanship to produce dovetail slot(s) to specified dimensions and tolerances; and

WHEREAS, the parties intend to set forth the scope, payment, schedule and the terms governing manufacture, inspection and acceptance of said dovetail slot(s).

Scope of Work

Contractor shall manufacture dovetail slot(s) in accordance with the specifications, tolerances and acceptance criteria set forth below and any referenced drawings. Contractor shall provide tooling setup, sample inspection, and final production runs as required.

Attachments included: Drawings Spec Sheet Sample Part

Payment Terms

Client shall pay Contractor the Total Contract Price as set forth below in consideration for the manufacture and delivery of the dovetail slot(s). All amounts are exclusive of applicable taxes unless otherwise stated.

All overdue amounts shall bear interest at the Late Fee rate above, calculated monthly, and Client shall reimburse Contractor for collection costs, including reasonable attorneys' fees, incurred to collect overdue payments.

Term and Termination

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

Either party may terminate this Agreement for convenience upon providing written notice to the other party at least days prior to the intended termination date. Either party may terminate immediately for material breach if the breaching party fails to cure such breach within 15 days of written notice of the breach.

Upon termination, Client shall pay Contractor for all work performed and materials procured up to the effective date of termination, together with any reasonable demobilization costs reasonably incurred by Contractor.

Confidentiality

Each party acknowledges that it may receive Confidential Information from the other party. "Confidential Information" means non-public technical, business, financial or other information disclosed in written, oral or electronic form that is designated as confidential or that reasonably should be understood to be confidential. Each party shall (i) use Confidential Information solely for the performance of this Agreement, (ii) restrict disclosure to employees, contractors and agents who have a need to know and who are bound to confidentiality obligations at least as protective as those in this Agreement, and (iii) protect Confidential Information with the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

Exclusions: Confidential Information does not include information that (a) is or becomes generally available to the public through no fault of the receiving party, (b) was lawfully in the receiving party'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 the receiving party without use of the disclosing party's Confidential Information.

Warranties and Liability

Contractor warrants that the dovetail slot(s) will conform to the agreed specifications and will be free from defects in workmanship for a period of from delivery. Contractor's sole obligation under this warranty shall be, at Contractor's option, to repair or replace nonconforming items or to credit Client for such items. The foregoing warranty does not apply to items subjected to misuse, modification or improper installation by Client or third parties.

LIMITATION OF LIABILITY: EXCEPT FOR CLAIMS ARISING FROM WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF CONTRACTOR ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY CLIENT TO CONTRACTOR UNDER THIS AGREEMENT.

Governing Law and Dispute Resolution

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 shall attempt in good faith to resolve disputes through negotiation. If negotiation fails, disputes shall be resolved by binding arbitration in the county where Contractor's principal place of business is located unless the parties mutually agree otherwise.

Entire Agreement

This Agreement, together with any attachments, reference drawings and written change orders executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, understandings and communications, whether written or oral. No modification to this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate in writing. Notices shall be deemed given upon personal delivery, one business day after deposit with a nationally recognized overnight courier, or three business days after deposit in the U.S. mail, postage prepaid.

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