Miscellaneous MFET Document

Miscellaneous MFET Document

Parties

This Miscellaneous MFET Document (the "Agreement") is entered into as of by and between Client Name: , with a primary business address at , and Contractor Name: , with a primary business address at .

Recitals

WHEREAS, Client engages Contractor to perform certain services related to the manufacture, field evaluation and testing activities described below under the terms and conditions set forth in this Agreement; and

WHEREAS, Contractor has the requisite expertise, personnel and capacity to perform the Scope of Work and to deliver services in a professional manner consistent with industry standards; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to such services and related deliverables.

Scope of Work

Contractor shall perform the services described above and shall supply all labor, materials, equipment and supervision necessary to complete the Scope of Work in a timely and workmanlike manner in accordance with accepted industry practices. Deliverables, milestones and acceptance criteria shall be those set forth in the Scope of Work and any attachments incorporated by reference herein.

Payment Terms

Unless otherwise agreed in writing, invoices shall be issued by Contractor in accordance with the Payment Schedule. Client shall pay undisputed amounts within days of receipt of a proper invoice. All payments shall be in United States dollars, unless otherwise specified.

Any overdue amount shall incur interest at the lesser of (i) % per month compounded monthly, or (ii) the maximum permitted by applicable law. In addition, a one-time administrative late fee of may be assessed for any invoice unpaid more than days after the due date.

Term and Termination

This Agreement shall commence on Start Date: and shall continue in full force until End Date: , unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon delivery of written notice to the other party not less than days prior to the effective termination date. Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within days after receipt of written notice specifying the breach.

Upon termination, Client shall pay Contractor for all services performed and reasonable, documented out-of-pocket expenses incurred through the effective date of termination. Sections that by their nature survive termination shall remain in effect.

Confidentiality

"Confidential Information" means information disclosed by a disclosing party to the receiving party, whether in oral, written or electronic form, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) is rightfully received from a third party without restriction; (c) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (d) is required to be disclosed by law, provided the receiving party gives prompt notice and cooperates with the disclosing party to seek protective relief.

The receiving party shall (i) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (ii) use Confidential Information only to perform its obligations under this Agreement; and (iii) not disclose Confidential Information to any third party except to employees, contractors and advisors who have a need to know and who are bound by confidentiality obligations no less restrictive than those herein. The obligations of confidentiality shall continue for a period of following termination or expiration of this Agreement.

Confidentiality obligations apply mutually to both parties.

Warranty; Limitations of Liability

Contractor warrants that services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards. EXCEPT FOR THE FOREGOING WARRANTY, ALL SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" AND CONTRACTOR DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Except for liability resulting from gross negligence or willful misconduct, each party's aggregate liability to the other for any claim arising out of or relating to this Agreement shall not exceed the fees paid or payable to Contractor under this Agreement in the twelve (12) month period preceding the event giving rise to the claim.

Notices

Notices shall be in writing and delivered by personal delivery, certified mail (return receipt requested), or courier to the addresses set forth above, or to such other address as either party may designate by notice to the other in accordance with this section. Notices are effective upon receipt.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles. The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation. If a dispute is not resolved through negotiation within thirty (30) days, the parties may pursue any available legal or equitable remedies in a court of competent jurisdiction located in the chosen state.

Entire Agreement; Amendments

This Agreement, including any exhibits and attachments signed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, representations, warranties, understandings and agreements, whether written or oral. No amendment, modification or waiver of any provision of this Agreement shall be effective unless in a writing signed by both parties.

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and the parties shall negotiate in good faith to replace the invalid or unenforceable provision with a valid and enforceable provision that, to the extent possible, achieves the original intent of the parties. No waiver of any breach or default shall be deemed a waiver of any subsequent breach or default.

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