Electrical Component ECU Cable Harness

ELECTRICAL COMPONENT ECU CABLE HARNESS AGREEMENT

RECITALS

This Agreement is made effective as of by and between the parties set forth below.

WHEREAS, Supplier delivers design, manufacture and assembly services for electrical harnesses and related components, and holds the capability to produce ECU cable harnesses to purchaser specifications; and

WHEREAS, Client requires procurement of an Electrical Component ECU Cable Harness in accordance with the technical specifications and schedules set forth in this Agreement; and

WHEREAS, the parties desire to set forth the terms governing manufacture, supply, testing, delivery, warranty and payment for the harness described below.

PARTIES

SCOPE OF WORK

Supplier agrees to design, manufacture, assemble, test and deliver an Electrical Component ECU Cable Harness in accordance with the specifications, drawings, and acceptance criteria set forth in this Agreement. The scope includes procurement of materials, harness assembly, connector termination, corrosion protection, labeling, batch traceability and final inspection.

DELIVERY, LEAD TIME & INSPECTION

PAYMENT TERMS

Client shall pay Supplier the total contract price as set forth below. All payments are due in accordance with the schedule and are subject to the late fee provision.

TERM AND TERMINATION

This Agreement commences on the Start Date below and, unless earlier terminated in accordance with this Section, continues through the End Date specified.

Either party may terminate this Agreement for material breach if the breaching party fails to cure within the Notice Period above after written notice. Termination shall not relieve the Client of its obligation to pay for conforming goods delivered or services performed prior to termination.

WARRANTY

Supplier warrants that delivered harnesses shall conform to the agreed specifications and shall be free from defects in materials and workmanship for the warranty period set forth below. Remedy shall be, at Supplier's option, repair or replacement of nonconforming units or refund of purchase price for such units, subject to inspection and verification by Supplier.

CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by either party related to designs, tooling, specifications, pricing, technical data, software, and business information. Each party shall: (i) protect Confidential Information with the same standard of care it uses for its own confidential information but not less than reasonable care; (ii) use Confidential Information only to perform obligations under this Agreement; and (iii) not disclose Confidential Information to third parties except to employees, contractors or subcontractors with a need to know who are bound by confidentiality obligations no less restrictive than herein. Confidentiality obligations survive for years following termination or expiration of this Agreement.

INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party from and against any third-party losses, damages, liabilities, costs and expenses arising out of the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement, provided the indemnified party promptly notifies the indemnifying party of any claim and cooperates in the defense.

LIMITATION OF LIABILITY

Except for payment obligations and claims arising from gross negligence or willful misconduct, neither party shall be liable to the other for consequential, incidental, special or punitive damages, and aggregate liability shall not exceed the total amount paid or payable under this Agreement for the affected units.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to its conflicts of law principles. Venue for any dispute arising under this Agreement shall be in the state or federal courts located within that state, and the parties submit to the jurisdiction of those courts.

ENTIRE AGREEMENT

This Agreement, including the referenced specifications, drawings and purchase orders expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, representations and understandings. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remainder shall continue in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except to a successor in interest to all or substantially all of its business. Notices shall be in writing and delivered to the addresses set forth in the Parties section.

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