New Product Specification

NEW PRODUCT SPECIFICATION

This New Product Specification ("Specification") is entered into as of Effective Date: by and between Company Name: and Supplier Name: .

WHEREAS

WHEREAS, Company requires the design, development, manufacture and delivery of a new product identified as Product Name: (the "Product"), which will meet the specifications and acceptance criteria set forth in this Specification;

WHEREAS, Supplier has technical capability and capacity to develop and produce the Product in accordance with the technical, quality and schedule requirements herein; and

WHEREAS, the parties desire to set forth the detailed technical requirements, test criteria, delivery terms, payment terms and legal provisions that will govern development and delivery of the Product.

SCOPE OF WORK

TECHNICAL SPECIFICATIONS

QUALITY ASSURANCE AND TESTING

PACKAGING, LABELING AND DELIVERY

Delivery Lead Time (from notice to proceed): . Delivery Incoterm: .

DELIVERY ACCEPTANCE

Company shall inspect and either accept or notify Supplier of nonconformities within days of delivery. Failure to provide written notice within that period shall constitute acceptance.

PAYMENT TERMS

Any undisputed past-due amount shall accrue interest at the rate of until paid in full. The foregoing shall not preclude Supplier from suspending performance where permitted by applicable law after notice is provided.

TERM AND TERMINATION

Term Start Date: . Term End Date: .

Either party may terminate this Specification for material breach by the other party if the breaching party fails to cure such breach within days after receiving written notice. Either party may terminate for convenience upon providing days' prior written notice, subject to payment for work performed and accepted prior to termination.

CONFIDENTIALITY

"Confidential Information" means non-public technical, business, financial or other information disclosed by one party to the other in connection with this Specification. Each party shall: (a) hold Confidential Information in confidence using at least the same degree of care it uses to protect its own confidential information; (b) use Confidential Information solely for performance under this Specification; and (c) not disclose Confidential Information to any third party except to its employees, contractors or advisors who have a need to know and are bound by confidentiality obligations no less protective than this clause.

INTELLECTUAL PROPERTY

All intellectual property existing prior to the Effective Date and identified as pre-existing in writing shall remain the sole property of the party that owned it. New inventions, improvements, designs or works of authorship conceived or reduced to practice by Supplier in performance of this Specification shall be owned by Company Supplier Joint ownership

CHANGE CONTROL

WARRANTY

Supplier warrants that the Product (a) will conform to the specifications set forth herein; (b) will be free from defects in materials and workmanship; and (c) will be fit for the intended purpose for a period of from the date of acceptance. Remedies for breach of warranty shall include repair, replacement or refund at Company's discretion.

GOVERNING LAW

This Specification shall be governed by and construed in accordance with the laws of the Jurisdiction: without regard to conflict-of-law principles.

ENTIRE AGREEMENT

This Specification, together with any documents expressly incorporated by reference in writing, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral. Any amendment or modification must be made in writing and signed by authorized representatives of both parties.

NOTICES

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