Gear Drive Project Proposal

GEAR DRIVE PROJECT PROPOSAL

This Proposal and Agreement (the "Proposal") is made effective as of by and between the parties identified below.

RECITALS

WHEREAS, Service Provider is engaged in the business of engineering, manufacturing, and delivering custom mechanical drive systems and related design services, and represents that it has the experience and personnel necessary to perform the services described in this Proposal;

WHEREAS, Client desires to retain Service Provider to perform the design, fabrication oversight, testing, and delivery of a gear drive assembly and related services as set forth in this Proposal, and Service Provider agrees to provide such services under the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows.

SCOPE OF WORK

Project Title:    Project Location:

PAYMENT TERMS

Total Project Fee: $

Invoicing Cycle: days from invoice date. Payment due within days of invoice receipt.

Late Payment Fee: % per month on overdue balances or the maximum permitted by law, whichever is less.

All payments shall be made in US Dollars by wire transfer, check, or other mutually agreed method. Client shall reimburse Service Provider for reasonable, documented out-of-pocket expenses incurred in performance if pre-approved in writing.

TERM AND TERMINATION

Commencement Date:    Estimated Completion Date:

Either party may terminate this Proposal for convenience upon days' prior written notice to the other party. Termination for material breach by either party may be immediate if the breaching party fails to cure within ten (10) calendar days after written notice of breach, or such longer period as reasonably required to cure.

Upon termination, Client shall pay Service Provider for all services performed and documented expenses incurred through the effective date of termination, including reasonable wind-down costs where applicable.

CONFIDENTIALITY

Each party (the "Receiving Party") shall keep confidential and shall not disclose to any third party any non-public information disclosed by the other party (the "Disclosing Party") that is marked confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Confidential Information does not include information that: (a) is or becomes generally known to the public other than by breach of this Agreement; (b) was in the Receiving Party's possession prior to receipt from the Disclosing Party; (c) is rightfully received by the Receiving Party from a third party without restriction on disclosure; or (d) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

The Receiving Party may disclose Confidential Information to its employees, contractors, professional advisors, and affiliates who have a need to know and who are bound by confidentiality obligations consistent with this Proposal. The obligations of confidentiality shall survive termination or expiration of this Proposal for years.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Service Provider retains ownership of its pre-existing intellectual property and any general design methodologies. Deliverables specifically created for and paid for by Client under this Proposal will be assigned to Client upon full payment, except for any third-party components, background technology, or tools for which Service Provider retains ownership and licenses Client a non-exclusive, non-transferable license to use solely as part of the delivered system.

LIMITATION OF LIABILITY

Except for liability arising from a party's gross negligence or willful misconduct, each party's aggregate liability under or in connection with this Proposal shall not exceed the total fees paid by Client to Service Provider under this Proposal. Neither party shall be liable for incidental, consequential, special, or punitive damages.

GOVERNING LAW; DISPUTE RESOLUTION

This Proposal shall be governed by and construed in accordance with the laws of the state of , without regard to conflict of laws principles. The parties shall first attempt in good faith to resolve disputes through negotiation. If unresolved, disputes shall be resolved by binding arbitration in the county of the governing state's principal venue using commercially reasonable procedures.

ENTIRE AGREEMENT

This Proposal, together with any exhibits, attachments, or written change orders signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, representations, and understandings, whether written or oral. No amendment or modification shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

Notices required or permitted hereunder shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate by notice. If any provision of this Proposal is deemed invalid or unenforceable, the remainder of the Proposal shall remain in full force and effect.

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