Manufacturing End Mill Bits Form

Manufacturing End Mill Bits Agreement

This Manufacturing End Mill Bits Agreement (the Agreement) is entered into as of (Effective Date) by and between:

Manufacturer Name:   Client Name:

Recitals

WHEREAS, Manufacturer is engaged in the business of fabricating cutting tools and possesses the technical capacity and certifications to produce end mill bits to the specifications required by Client;

WHEREAS, Client desires to retain Manufacturer to produce End Mill Bits described as: , with an initial quantity of units;

WHEREAS, the parties wish to set forth the terms under which Manufacturer will design, manufacture, inspect and deliver such End Mill Bits.

Scope of Work

Manufacturer shall manufacture End Mill Bits in accordance with the technical specifications, tolerances and schedule set forth below and in the Scope of Work. Manufacturer will provide necessary labor, materials (unless otherwise noted), tooling, testing and quality control to deliver conforming product.

Quality, Inspection and Acceptance

Manufacturer shall perform inspections and testing consistent with industry standards and any specific acceptance tests identified herein. Client shall have the right to inspect reasonable samples during production and final acceptance prior to shipment. Nonconforming goods shall be subject to rejection or remedial action as set forth below.

Delivery and Packaging

Manufacturer will package products suitable for transport and will mark shipments per Client instructions. Title and risk of loss shall transfer as specified below.

Payment Terms

Client shall pay Manufacturer according to the following payment terms. Invoices shall be issued in accordance with the invoice schedule and are due as set forth below.

Term and Termination

This Agreement shall commence on and continue until unless earlier terminated in accordance with this Agreement.

Either party may terminate for uncured material breach if the breaching party fails to cure within the notice period specified above. Termination shall not relieve either party of obligations accrued prior to the effective date of termination.

Confidentiality

Each party shall keep confidential all technical, commercial and other proprietary information disclosed by the other party in connection with this Agreement and shall not disclose such information except to those employees, contractors or agents with a need to know and who are bound by confidentiality obligations at least as restrictive as those contained herein.

Warranties and Liability

Manufacturer warrants that the goods will conform to the agreed specifications and be free from defects in material and workmanship for the warranty period specified below. Except for the express warranty set forth in this Agreement, Manufacturer disclaims all other warranties, express or implied, including merchantability and fitness for a particular purpose, to the extent permitted by law.

Except for willful misconduct or gross negligence, neither party's aggregate liability shall exceed the amount paid or payable under this Agreement for the specific order giving rise to the claim.

Indemnification

Each party shall indemnify and hold harmless the other party from and against claims, losses and liabilities arising out of its negligent acts or omissions or willful misconduct in performing its obligations under this Agreement.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to conflict of laws principles.

Entire Agreement

This Agreement, including any exhibits and purchase orders expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. Any amendments must be in writing and signed by authorized representatives of both parties.

Notices

All notices under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party designates by written notice. Notices shall be effective upon receipt.

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