Fabrication Document

FABRICATION DOCUMENT

This Fabrication Document is entered into as of by and between Client Name: (hereafter "Client") and Fabricator Name: (hereafter "Fabricator").

WHEREAS

WHEREAS, Client requires the fabrication of certain goods and components described as: (the "Work");

WHEREAS, Fabricator has represented that it possesses the skill, personnel, equipment and facilities necessary to perform the Work in accordance with the specifications, drawings and schedules set forth in this Document and any attached Exhibit(s).

WHEREAS, the parties desire to set forth the scope, payment terms, delivery and other obligations governing the fabrication and acceptance of the Work.

SCOPE OF WORK

DELIVERY, ACCEPTANCE AND TESTING

Delivery Location:

Target Delivery Date:

PAYMENT TERMS

Contract Price:

Invoicing Frequency:

Late Payment Fee: . Interest shall accrue on overdue amounts in accordance with the stated rate and to the maximum extent permitted by law.

TERM AND TERMINATION

Commencement Date: . Anticipated Completion Date: .

Either party may terminate this Document for material breach if the breaching party fails to cure the breach within days after written notice. Either party may also terminate for convenience upon days' prior written notice, subject to payment for Work performed through termination and other agreed costs.

CONFIDENTIALITY

Each party shall keep confidential all proprietary information disclosed by the other party in connection with this Document ("Confidential Information"), shall not use such information except for performance under this Document, and shall not disclose it to third parties except to employees, subcontractors or affiliates who have a need to know and who are bound to confidentiality obligations no less protective than those set forth herein. Confidentiality obligations shall survive termination for a period of years, except where disclosure is required by law or regulatory process.

INTELLECTUAL PROPERTY, TOOLING AND OWNERSHIP

All designs, drawings, specifications and intellectual property provided by Client remain Client property. Fabricator shall not assert ownership of Client-supplied designs. Unless otherwise agreed in writing, ownership of fabricated goods transfers to Client upon full payment of all amounts due. Tooling and fixtures paid for by Client shall be identified in writing and remain Client property unless otherwise agreed.

WARRANTY AND LIMITATION OF LIABILITY

Fabricator warrants that the Work shall materially conform to the agreed specifications and be free from defects in workmanship for a period of from acceptance. Client's sole and exclusive remedies for breach of this warranty shall be repair, replacement or refund at Fabricator's election. Except for willful misconduct and gross negligence, neither party shall be liable for incidental or consequential damages, and aggregate liability shall be limited to direct damages not to exceed the total Contract Price.

GOVERNING LAW

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

ENTIRE AGREEMENT

This Document, including any exhibits or schedules expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior negotiations, proposals, representations and agreements. Any amendment must be in writing and signed by authorized representatives of both parties.

NOTICES

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