Manufacturing Process Flow Charts

MANUFACTURING PROCESS FLOW CHARTS AGREEMENT

This Manufacturing Process Flow Charts Agreement (the Agreement) is made by and between:

Client Name:     Provider Name:

WHEREAS

WHEREAS, Client requires the preparation, documentation and delivery of manufacturing process flow charts and related process documentation for the process identified as ; and

WHEREAS, Provider represents that it has the personnel, technical skill and experience necessary to develop, map, document and deliver the flow charts, control points, and supporting documentation described in this Agreement; and

WHEREAS, the parties desire to set forth the terms under which Provider shall deliver the flow charts and related deliverables and Client shall accept and compensate Provider.

SCOPE OF WORK

Provider shall prepare and deliver manufacturing process flow charts and associated documentation in accordance with the specifications below. Deliverables shall include process maps, annotated diagrams, critical control points, cycle times, accepted inputs and outputs, equipment list and recommended process controls.

Swimlane Diagram    SIPOC    Value Stream Map    Detailed Process Map    Control Plan    Work Instructions

PROCESS STAGES AND PARAMETERS

Provide a concise description of each major process stage. Include primary inputs, outputs, equipment and critical parameters. Use additional sheets if necessary.

PAYMENT TERMS

Client shall pay Provider the fees set forth below in consideration for the services and deliverables provided under this Agreement.

TERM AND TERMINATION

This Agreement commences on the Start Date and continues until the End Date unless earlier terminated in accordance with this section.

Start Date:     End Date:

Either party may terminate this Agreement for material breach if the breaching party fails to cure the breach within the notice period specified above following written notice. Client may terminate for convenience upon providing the notice set forth above, subject to payment for services performed and deliverables produced through the effective date of termination.

CONFIDENTIALITY

Each party shall hold in strict confidence all Confidential Information disclosed by the other party and shall not use or disclose such Confidential Information except as necessary to perform this Agreement. Confidential Information includes process parameters, proprietary flow charts, trade secrets, specifications and customer-specific information. Confidentiality obligations remain in effect for a period of five (5) years after termination of this Agreement.

Acknowledged and agreed:

INTELLECTUAL PROPERTY

Provider shall retain ownership of underlying methodologies, templates and tools used in producing the flow charts. Upon full payment, Provider grants Client a perpetual, non-exclusive, non-transferable license to use the specific flow charts and deliverables produced under this Agreement for Client's internal manufacturing operations. Any transfer, sublicensing or public disclosure requires Provider's prior written consent.

ACCEPTANCE; CORRECTION

Client shall have a period of days from delivery of the final deliverables to review and either accept or provide written rejection specifying defects. Provider shall correct conforming defects at Provider's expense within a reasonable cure period not to exceed days.

CHANGE ORDERS

Any change to scope, schedule or price must be documented in a written change order signed by authorized representatives of both parties. Change orders shall specify additional fees and adjustments to schedule.

LIMITATION OF LIABILITY

Except for breach of confidentiality or willful misconduct, neither party shall be liable for special, incidental or consequential damages. Provider's aggregate liability for any claim arising under this Agreement shall not exceed the total fees paid by Client to Provider 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 law rules.

ENTIRE AGREEMENT

This Agreement, together with any executed change orders and referenced appendices, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior discussions, proposals and agreements, whether written or oral.

NOTICES

MISCELLANEOUS PROVISIONS

Severability: If any provision of this Agreement is held unenforceable, the remaining provisions shall remain in full force and effect. Waiver: Failure to enforce any right does not constitute a waiver of that right.

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