Miscellaneous Additive Cell Enclosure

MISCELLANEOUS ADDITIVE CELL ENCLOSURE

This Miscellaneous Additive Cell Enclosure (the "Enclosure") is entered into as of by and between Client Name: and Contractor Name: .

WHEREAS

WHEREAS, Client has engaged Contractor to provide certain enclosure design, fabrication, testing and delivery services related to additive cell assemblies described as: (the "Work");

WHEREAS, the parties wish to set forth the terms and conditions under which Contractor will supply the enclosure and related services, together with applicable payment, delivery, confidentiality and acceptance provisions.

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

SCOPE OF WORK

The Scope includes design drawings, materials specification, enclosure fabrication, integration of additive cells, environmental sealing, labeling, and factory acceptance testing. Contractor shall perform Work in accordance with the technical acceptance criteria set forth in this Enclosure and any appended drawings or specifications agreed in writing by the parties.

PAYMENT TERMS

Total Contract Amount: $ .

Payment Terms: Invoices are due within days of invoice. Contractor shall submit invoices upon completion of applicable milestones. All payments shall be made in United States Dollars unless otherwise agreed in writing.

Late Payment Fee: Unpaid amounts shall incur interest at the lesser of (a) per month or (b) the maximum rate permitted by law. The late fee is calculated from the invoice due date until payment is received.

TERM AND TERMINATION

Term Commencement Date: . Estimated Completion Date: .

Either party may terminate this Enclosure for material breach if the breaching party fails to cure such breach within days after receipt of written notice. Either party may terminate for convenience upon providing days' prior written notice; termination for convenience will be subject to equitable payment for Work performed and non-cancellable commitments.

CONFIDENTIALITY

Each party shall keep confidential and not disclose to any third party any Confidential Information received from the other party, except to its employees, contractors or agents who have a need to know and who are bound by confidentiality obligations no less restrictive than those herein. "Confidential Information" includes technical data, designs, drawings, test results and business information relating to the additive cell enclosure, but excludes information that is publicly known through no fault of the recipient, lawfully obtained from a third party without restriction, or independently developed.

Upon expiration or termination of this Enclosure, each party shall return or destroy Confidential Information of the other party, except that one archival copy may be retained for legal or compliance purposes.

DELIVERY, ACCEPTANCE AND TESTING

Delivery Terms: The Contractor shall deliver units to the Delivery Location: on or before the agreed delivery milestone.

Client shall have a period of days following delivery to perform acceptance testing. Failure to provide written rejection with specific defects within the acceptance period shall constitute acceptance.

WARRANTIES AND LIMITATION OF LIABILITY

Contractor warrants that the delivered enclosure will conform to the agreed specifications and will be free from defects in materials and workmanship for a period of months from acceptance. Remedies for breach of warranty are limited to repair or replacement at Contractor's option, or refund of a pro rata portion of the purchase price for non-repairable defects.

Except for the express warranties in this Enclosure, all other warranties, whether express or implied, including merchantability and fitness for a particular purpose, are excluded to the maximum extent permitted by law.

Neither party shall be liable to the other for consequential, incidental, special or punitive damages except for liability arising from gross negligence, willful misconduct or indemnification obligations.

INDEMNIFICATION

Each party agrees to indemnify and hold harmless the other party from claims arising out of the indemnifying party's negligence, willful misconduct, or breach of representations, provided that the indemnified party gives prompt written notice of any claim and cooperates in the defense at the indemnifying party's expense.

CHANGE ORDERS

Any material change to the Scope of Work, schedule, or price must be set forth in a written Change Order signed by authorized representatives of both parties. Change Orders shall specify any adjustment to price, schedule and acceptance criteria.

GOVERNING LAW

This Enclosure 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 Enclosure, together with any written exhibits or signed Change Orders, constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral.

NOTICES

MISCELLANEOUS PROVISIONS

If any provision of this Enclosure is held invalid or unenforceable, the remaining provisions will remain in full force and effect. The parties are independent contractors; nothing in this Enclosure creates a partnership, joint venture, employment or agency relationship.

Sign Now