Miscellaneous Bench Check

MISCELLANEOUS BENCH CHECK AGREEMENT

Recitals

WHEREAS, Provider is engaged in the business of performing bench checks, bench testing, inspection and related verification services for electronic assemblies, mechanical components, and related equipment; and

WHEREAS, Client desires to engage Provider to perform a miscellaneous bench check for certain equipment described below under the terms and conditions set forth in this Agreement; and

WHEREAS, Provider and Client agree that the bench check shall be limited to the Scope of Work and Acceptance Criteria expressly stated in this Agreement and that any additional services or modifications will require written amendment and additional compensation.

Scope of Work

Provider shall perform the bench check services described below at the bench location identified by Client or at Provider's facility as agreed. Specific tasks shall include inspection, functional testing, calibration verification, and written reporting to Client. Provider shall perform such services in a commercially reasonable manner in accordance with industry practices.

Bench Check Details and Checklist

Provider will perform the following verification steps. For each selected test, Provider shall record results and attach a written bench check report to the invoice.

Visual Inspection

Functional Test

Calibration Verification

Safety Verification

Documentation Review

Payment Terms

Client shall pay Provider for the bench check services in accordance with the fee schedule set forth below. Provider shall invoice Client upon completion of the bench check and delivery of the written report unless otherwise agreed in writing.

Upon Completion and Delivery of Report

Net 30 days from invoice date

Milestone payments as set forth in a separate schedule

Term and Termination

This Agreement shall commence on the Start Date and, unless earlier terminated in accordance with this Agreement, shall terminate on the End Date. Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within the Notice Period following receipt of written notice.

Start Date:    End Date:

Confidentiality

Each party acknowledges that during the performance of this Agreement it may receive Confidential Information of the other party. "Confidential Information" means nonpublic information designated as confidential or that reasonably should be understood to be confidential under the circumstances. Each party agrees to use Confidential Information solely to perform its obligations under this Agreement and to protect such information using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

Exceptions include information that is or becomes publicly available through no fault of the recipient, independently developed by the recipient without use of Confidential Information, or rightfully obtained from a third party without restriction. Recipient may disclose Confidential Information if required by law, provided recipient gives prompt written notice to disclosing party to allow a protective order or other remedy.

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Inspection, Acceptance and Remedies

Client shall have a period of Report Acceptance Days to review the bench check report and notify Provider in writing of any nonconformities. Provider shall, at its expense, correct any nonconformities identified within a commercially reasonable time. If Provider fails to correct such nonconformities, Client may pursue available remedies under this Agreement and applicable law.

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. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for resolution of disputes.

Representations; Warranties

Each party represents and warrants that it has the power and authority to enter into and perform this Agreement, and that performance will not violate any agreement with any third party. Provider further warrants that bench check services will be performed in a professional and workmanlike manner consistent with industry standards.

Limitation of Liability

Except for liability arising from gross negligence or willful misconduct, neither party shall be liable to the other for special, incidental, consequential, punitive or exemplary damages. The aggregate liability of Provider for claims arising out of this Agreement shall not exceed the total fees paid by Client to Provider under this Agreement.

Entire Agreement

This Agreement, including all exhibits and written amendments signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and understandings, whether written or oral, relating to the subject matter of this Agreement.

Miscellaneous Provisions

No amendment to this Agreement will be effective unless in writing and signed by authorized representatives of both parties. If any provision is held invalid, the remainder of the Agreement will continue in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Provider may assign to an affiliate or in connection with a sale of substantially all assets.

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