Item Specification Approval Request

ITEM SPECIFICATION APPROVAL REQUEST

Parties and Recitals

Client Name:

Vendor Name:

WHEREAS, Vendor has prepared technical specifications, drawings, and quality tolerances for the items listed in this request and seeks formal approval from Client to proceed with procurement, fabrication, inspection and/or delivery in accordance with those specifications; and

WHEREAS, Client's written approval of the specifications, as evidenced by signature below, will constitute Client's acceptance of the specifications and authorization for Vendor to commence or continue work subject to the terms of this Approval Request; and

WHEREAS, the parties desire to document the scope, payment terms, schedule, change order process and confidentiality relating to the approved items.

Scope of Work

Item Specifications (list each item and critical attributes)

Payment Terms

Total Contract Amount: $

Payment Schedule / Milestones:

Invoice Submission: Vendor shall submit invoices to Client upon completion of each milestone set forth above. Client shall make payment within days of receipt of a proper invoice.

Late Payment Fee: Unpaid amounts shall accrue interest at (or the maximum permitted by law), calculated monthly on unpaid balances.

Schedule, Term and Termination

Project Start Date:    Project Completion Date (estimated):

Termination for Convenience: Either party may terminate this Approval Request for convenience upon days' prior written notice to the other party. Termination shall not relieve Client of its obligation to pay for work performed and accepted prior to termination.

Termination for Cause: Either party may terminate immediately for material breach which is not cured within days after receipt of written notice specifying the breach.

Change Orders and Deviations

No deviation from the approved specifications shall be implemented by Vendor without a written change order signed by both parties. Change orders shall set forth any adjustment to price, schedule and acceptance criteria. Vendor shall notify Client in writing of any condition that would affect cost or schedule prior to incurring such cost.

Confidentiality

Each party shall treat as confidential and shall not disclose to third parties any proprietary or technical information, designs, drawings, pricing or trade secrets provided in connection with this Approval Request, except as required by law or with the prior written consent of the disclosing party. Confidential information shall be used solely for purposes of performing obligations under this Approval Request.

Warranties and Indemnities

Vendor represents that the items supplied under this Approval Request will conform to the approved specifications and will be free from defects in material and workmanship for a period of following acceptance. Vendor shall indemnify and hold Client harmless from third-party claims arising from Vendor's breach of specifications, negligent performance or willful misconduct.

Governing Law; Entire Agreement

Governing Law: This Approval Request shall be governed by and construed in accordance with the laws of the state of , without regard to its conflict of law principles.

Entire Agreement: This document, together with any referenced drawings and mutually executed change orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior proposals, representations and agreements, whether written or oral.

Approvals and Certification

By signing below, Client certifies that it has reviewed and approves the item specifications described herein and authorizes Vendor to proceed in accordance with the approved specifications and terms. Client's approval does not waive Client's right to inspect and reject non-conforming items upon delivery in accordance with the acceptance criteria set forth above.

Vendor certifies that the specifications set forth in this form reflect Vendor's current intended manufacture, materials and tolerances, and that Vendor will advise Client in writing of any factor that materially affects delivery, cost or performance prior to proceeding.

Sign Now