Molding Template

MOLDING TEMPLATE

This Molding Template Agreement ("Agreement") is made effective as of by and between Client Name: with address: and Contractor Name: with address: .

WHEREAS

WHEREAS, Client requires the design, fabrication and delivery of molding components and related services for the project identified as Project Name: ; and

WHEREAS, Contractor is experienced in producing molds, tooling, and associated manufacturing templates and agrees to provide such services on the terms set forth in this Agreement; and

WHEREAS, the parties desire to set forth their respective duties, compensation, confidentiality obligations and remedies with respect to the molding services to be performed.

SCOPE OF WORK

Contractor shall perform the work described below, including but not limited to design, prototype fabrication, mold production, inspection, finishing and delivery. Deliverables shall conform to the specifications and acceptance criteria set out in this Section.

PAYMENT TERMS

Client shall pay Contractor the fees and expenses set forth below in consideration for the performance of the Scope of Work. All payments are due in U.S. dollars unless otherwise agreed in writing.

TERM AND TERMINATION

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

Either party may terminate this Agreement for material breach by the other party if the breach is not cured within the stated notice period. Upon termination, Contractor shall deliver all completed work and Client shall pay for work performed and non-cancelable commitments incurred through the effective date of termination.

CONFIDENTIALITY

Each party acknowledges that during performance it may obtain Confidential Information of the other party. "Confidential Information" means non-public information disclosed in any form marked or identified as confidential, or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.

Each party shall: (a) hold the other's Confidential Information in confidence; (b) not disclose it to third parties except to those employees, agents or subcontractors who have a need to know and are bound by confidentiality obligations; and (c) use Confidential Information solely to perform its obligations under this Agreement. Confidentiality obligations survive termination for a period of three (3) years, except for trade secrets which shall remain protected for as long as the information qualifies as a trade secret under applicable law.

INTELLECTUAL PROPERTY AND TOOLING

Unless otherwise agreed in writing, Client shall retain ownership of Client-supplied designs and specifications. Contractor retains ownership of proprietary processes and pre-existing tooling. Title to molds and tooling created specifically for Client shall be transferred to Client upon final payment unless otherwise agreed; parties may specify alternative arrangements in writing.

INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party from and against third-party claims arising from its negligence, willful misconduct or breach of this Agreement, subject to customary limitations and to the extent permitted by law. Indemnified party shall provide prompt written notice of claims and reasonable cooperation in defense.

LIMITATION OF LIABILITY

Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality or intellectual property obligations, the parties' aggregate liability under this Agreement shall not exceed the total amount actually paid by Client to Contractor under this Agreement.

GOVERNING LAW

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. Venue for any dispute shall be the state or federal courts located within that state.

ENTIRE AGREEMENT

This Agreement, including any exhibits and written change orders executed by the parties, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings, whether oral or written. Any amendment to this Agreement must be in writing and signed by authorized representatives of both parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate by written notice to the other party, effective upon receipt.

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