Miscellaneous Die Case Template

MISCELLANEOUS DIE CASE TEMPLATE

Parties and Recitals

This Miscellaneous Die Case Agreement (the Agreement) is made effective as of by and between:

WHEREAS, Client requires the design, manufacture, and delivery of die cases and related tooling in accordance with specifications set forth herein; and

WHEREAS, Supplier possesses the expertise, facilities, and experience necessary to fabricate die cases meeting Client's specifications and agrees to perform such services under the terms of this Agreement; and

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

Scope of Work

Supplier shall design, manufacture, test, and deliver die cases and related tooling as described below and in any attached specifications or drawings. Supplier shall perform all work in a professional manner consistent with industry standards and shall obtain all necessary permits and comply with applicable laws.

Payment Terms

In consideration for the services and deliverables described above, Client shall pay Supplier in accordance with the terms set forth in this section.

All amounts are payable in U.S. dollars. Client shall pay undisputed invoices within the time frame set in the Payment Schedule. Overdue amounts shall incur the Late Payment Fee stated above and Supplier may suspend work if payment is not received following written notice and a reasonable cure period.

Term and Termination

This Agreement shall commence on and shall continue until unless earlier terminated as provided herein.

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 after receipt of written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for services and deliverables rendered prior to termination.

Confidentiality

Each party (the Recipient) shall hold in confidence and not disclose to any third party any Confidential Information of the other party (the Discloser) except as necessary to perform its obligations hereunder. "Confidential Information" includes technical data, specifications, pricing, tooling designs, drawings, process information, business plans, and customer information, but does not include information that (a) is or becomes publicly available through no breach by Recipient, (b) was rightfully in Recipient's possession prior to receipt from Discloser, or (c) is independently developed by Recipient without use of Discloser's Confidential Information.

The Recipient shall take reasonable measures to protect Confidential Information and shall restrict access to personnel with a genuine need to know. A party may disclose Confidential Information in response to valid legal process, provided the Discloser is given prompt notice and an opportunity to seek protective measures.

Intellectual Property and Tools

Unless otherwise agreed in writing, Supplier retains ownership of all manufacturing tools, dies, and jigs created by Supplier for production (Tools). Client shall have no right to use Supplier's Tools except as expressly provided in this Agreement. To the extent Client provides designs or specifications, Client represents and warrants that it owns or has the right to use such designs and will indemnify Supplier for claims arising from Client-provided materials.

Warranties; Remedies

Supplier warrants that deliverables will materially conform to the agreed specifications for a period of 90 days from delivery, subject to normal wear and proper use. Supplier's sole obligation shall be repair or replacement of nonconforming deliverables at Supplier's option. EXCEPT AS TO THE FOREGOING, SUPPLIER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Liability and Indemnification

Each party shall indemnify and hold harmless the other party from third-party claims arising from its gross negligence or willful misconduct. Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality, neither party shall be liable for consequential or incidental damages. The parties agree that total aggregate liability shall not exceed the total fees paid by Client under this Agreement for the specific goods or services giving rise to the claim.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to its conflict of laws principles. The parties agree to negotiate in good faith to resolve disputes; if unresolved, disputes shall be resolved by binding arbitration unless otherwise mutually agreed in writing.

Entire Agreement; Miscellaneous

This Agreement, together with any attachments and written change orders, constitutes the entire agreement between the parties and supersedes all prior agreements and understandings relating to the subject matter. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

Neither party may assign this Agreement without the other party's prior written consent, except to a successor in interest to substantially all of its business. Failure or delay to enforce any provision shall not constitute a waiver. If any provision is held invalid, the remainder shall remain in effect.

Certifications

Each party represents and warrants that (a) it has full corporate power and authority to enter into this Agreement; (b) the individual signing on its behalf is duly authorized to execute this Agreement; and (c) performance under this Agreement does not violate any other agreement by which it is bound.

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