Miscellaneous Prototype Adjustments

Miscellaneous Prototype Adjustments

This Agreement is made effective as of by and between Client Name: and Contractor Name: (each a "Party" and together the "Parties").

RECITALS

WHEREAS, Client is developing a prototype identified as Prototype Name: , Prototype ID: , Current Version: .

WHEREAS, Contractor possesses experience and capability to perform modifications, adjustments, and validation activities on the Prototype in accordance with the terms set forth herein.

WHEREAS, the Parties wish to set forth the scope, fees, schedule, and other terms governing Prototype adjustments to avoid ambiguity and allocate risk.

SCOPE OF WORK

PAYMENT TERMS

Total Adjustment Fee:

Unless otherwise stated in the Payment Schedule, invoices shall be due within days of invoice date. Accepted payment method(s): .

Late Payment Fee: If any undisputed amount is not paid when due, interest shall accrue at the lesser of (i) % per month or (ii) the maximum rate permitted by law, computed daily and compounded monthly, plus reasonable collection costs.

TERM AND TERMINATION

This Agreement commences on Start Date: and, unless earlier terminated as provided below, will continue until End Date: or until completion of the Scope of Work, whichever occurs first.

Either Party may terminate this Agreement for convenience upon prior written notice of days. Either Party may terminate for material breach if the breaching Party fails to cure such breach within 14 days after written notice specifying the breach.

Upon termination, Contractor shall deliver to Client all completed and in-progress deliverables; Client shall pay Contractor for all work performed and reasonable non-cancellable commitments incurred through the effective date of termination in accordance with the Payment Terms.

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") disclosed in connection with this Agreement. Confidential information includes prototype designs, technical data, test results, specifications, business plans and other non-public information designated as confidential or which, by its nature, would reasonably be considered confidential. Recipient shall use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

Confidentiality obligations do not apply to information that (a) is or becomes publicly known through no breach by Recipient; (b) was rightfully in Recipient's possession prior to disclosure; (c) is lawfully received from a third party without obligation of confidentiality; or (d) is independently developed by Recipient without use of Discloser's Confidential Information. Recipient may disclose Confidential Information to the extent required by law, provided Recipient gives Discloser prompt written notice and cooperates in any protective action.

INTELLECTUAL PROPERTY AND RETURN OF MATERIALS

Unless otherwise agreed in writing, Client retains all ownership rights in pre-existing Client intellectual property and the Prototype. Contractor retains ownership of general tools, templates and methods developed independently. Adjustments and modifications specifically commissioned and paid for under this Agreement shall be assigned to Client to the extent required for Client to use the Prototype as delivered; Contractor shall execute assignments reasonably necessary to perfect such rights.

WARRANTIES AND LIMITATION OF LIABILITY

Contractor warrants that adjustments will be performed in a professional manner consistent with industry standards. Except as expressly set forth herein, all warranties are disclaimed. Except for willful misconduct or gross negligence, neither Party shall be liable to the other for lost profits, incidental or consequential damages; each Party's aggregate liability shall not exceed the total fees paid under this Agreement for the specific adjustment work giving rise to the claim.

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.

ENTIRE AGREEMENT

This Agreement, including any exhibits or attachments incorporated by reference, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings and agreements, whether written or oral. Any amendment must be in writing and signed by authorized representatives of both Parties.

NOTICES

All notices under this Agreement must be in writing and delivered to the address below for each Party. Notices are effective upon receipt.

REPRESENTATIONS AND AUTHORITY

Each Party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder. The signatory for each Party is authorized to bind that Party to the terms of this Agreement.

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