Electroless Coating Specification

ELECTROLESS COATING SPECIFICATION AGREEMENT

Client Name:

Provider Name:

RECITALS

WHEREAS, Client Name: desires to procure electroless coating services on specified substrates in accordance with the technical and commercial terms set forth herein;

WHEREAS, Provider Name: possesses the expertise, facilities, and qualified personnel to perform electroless coating processes and testing to the specifications agreed in this document;

WHEREAS, the parties desire to set forth their agreement specifying the scope of work, technical parameters, acceptance criteria, payment terms, and other contractual provisions necessary to effectuate the coating work described below.

SCOPE OF WORK

QUALITY CONTROL & ACCEPTANCE

Sampling Plan:

Inspection Responsibility:

Conformance Certifications Provided by Provider: Conforms to applicable ASTM or industry standards

PAYMENT TERMS

Invoices shall be submitted to Billing Contact: ; Payment will be remitted to Provider per the schedule above unless otherwise agreed in writing.

TERM AND TERMINATION

Agreement Start Date: and Agreement End Date:

Either party may terminate this Agreement for convenience upon written notice delivered not fewer than days prior to the effective termination date. Termination for cause shall be effective upon written notice where the non‑breaching party provides a cure period of days and the breach remains uncured.

CONFIDENTIALITY

Each party shall keep confidential all technical, commercial, and other non-public information disclosed by the other party in connection with this Agreement ("Confidential Information"). Confidential Information shall not include information that is or becomes generally available to the public other than by breach of this Agreement, that is lawfully received from a third party without obligation of confidentiality, or that is independently developed by the receiving party without use of the disclosing party's Confidential Information.

The receiving party shall use Confidential Information solely for the performance of its obligations under this Agreement and shall employ at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care. Disclosure required by law is permitted if the disclosing party is given prompt notice and an opportunity to seek protective treatment.

GOVERNING LAW & DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles. The parties agree to seek prompt, good faith resolution of any dispute arising under this Agreement; if a dispute cannot be resolved, the parties may pursue any remedy available under applicable law.

INDEMNIFICATION

Provider shall indemnify, defend, and hold harmless Client from and against third-party claims arising out of Provider's negligent performance of the coating services, provided that Client gives prompt written notice of any claim, permits Provider to control the defense, and cooperates in the defense. Provider's indemnity obligations shall not apply to claims arising from Client's specifications or misuse of the coated products.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with any appendices, attachments, and purchase orders expressly incorporated herein, constitutes the entire agreement between the parties concerning the subject matter and supersedes all prior negotiations and understandings. No amendment shall be effective unless made in writing and signed by authorized representatives of both parties.

NOTICES

APPROVAL AND ACCEPTANCE

By signing below, the authorized representatives of each party acknowledge that they have reviewed and accept the specification, commercial terms, and obligations set forth in this Agreement, and that the Provider is authorized to commence work upon receipt of any required deposit specified in the Payment Terms.

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