Electric Motors Model Template

Electric Motors Model Template

This General Business Agreement ("Agreement") is made and entered into as of by and between the parties identified below.

Parties

WHEREAS

WHEREAS, Manufacturer develops, designs and manufactures electric motors and related prototypes, models and technical documentation; and

WHEREAS, Purchaser desires to procure one or more motor models, associated technical documentation, and prototype testing services from Manufacturer on the terms set forth herein; and

WHEREAS, the parties intend that this Agreement govern the supply, acceptance testing, intellectual property rights and commercial terms for the motor model(s) described below.

Scope of Work

Model Number:   Model Name:

Motor Type:   Rated Power (kW):

Voltage:   RPM:

Enclosure:   Insulation Class:

Efficiency Rating:   Quantity:

Delivery, Testing and Acceptance

Lead Time (from order): . Delivery shall include all required technical drawings, wiring diagrams, and conformity statements as described in the Scope of Work.

Payment Terms

Total Contract Price: $. All amounts are payable in United States dollars unless otherwise agreed in writing.

Payment Schedule: Purchaser shall pay a non-refundable deposit of of the Total Contract Price within days of order. Balance due prior to shipment or within days of delivery, per invoices issued by Manufacturer.

Late Payment: Overdue amounts shall accrue interest at or the maximum lawful rate, together with reasonable collection costs.

Term and Termination

Term Start Date: . Term End Date: unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for material breach by the other party if the breach is not cured within days after written notice. Purchaser may terminate for convenience upon providing days' prior written notice and subject to payment for work performed and reasonable termination charges.

Confidentiality

Each party shall maintain in confidence all non-public technical, commercial and business information disclosed by the other party that is designated confidential or that a reasonable person would understand to be confidential ("Confidential Information"). Confidential Information shall not include information that: (i) is or becomes generally known to the public without breach; (ii) was rightfully known by the recipient prior to disclosure; (iii) is rightfully obtained from a third party without breach; or (iv) is independently developed without use of the disclosing party's Confidential Information.

The obligations of confidentiality shall continue for years following disclosure, except for trade secrets which shall remain protected for as long as they qualify as trade secrets under applicable law.

Intellectual Property

Title to pre-existing intellectual property of each party remains with that party. Manufacturer shall retain ownership of all designs, tooling, and proprietary manufacturing know-how developed or used in producing the motor models, including any improvements, except where the parties expressly agree in writing to an assignment. Purchaser shall receive a limited, non-exclusive license to technical drawings and documents solely for Purchaser's internal use and operation of the delivered motors.

Warranty and Remedies

Manufacturer warrants that delivered models will conform to the agreed specifications and be free from defects in material and workmanship for a period of months from the date of acceptance. Purchaser's sole and exclusive remedies for breach of this warranty shall be, at Manufacturer's option, repair or replacement of non-conforming units or refund of the purchase price for such units, provided Purchaser gives prompt written notice and reasonable opportunity to inspect and cure.

Limitation of Liability

Except for willful misconduct or gross negligence, neither party shall be liable for indirect, incidental, special or consequential damages, including lost profits. Manufacturer's aggregate liability for any claim arising under this Agreement shall not exceed the amounts paid by Purchaser to Manufacturer under the applicable order giving rise to the claim.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflicts of law principles.

Entire Agreement

This Agreement, together with any written purchase orders and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior discussions, proposals and agreements. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Miscellaneous Provisions

Notices shall be in writing and delivered to the addresses listed above. If any provision of this Agreement is held invalid, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other party, except to a successor in interest in connection with a merger or sale of substantially all assets.

Sign Now