Revision Hood Template

REVISION HOOD TEMPLATE

This Revision Hood Template Agreement (the Agreement) is entered into effective as of (Effective Date), by and between:

Provider Name:    Provider Address:

Client Name:    Client Address:

RECITALS

WHEREAS, Provider maintains design, engineering, and revision capabilities for hood assemblies, components and related documentation (the Services); and

WHEREAS, Client desires to engage Provider to perform revisions to the hood design and related deliverables pursuant to the terms and conditions set forth in this Agreement; and

WHEREAS, Provider agrees to perform such revisions and deliver the deliverables in accordance with the Scope of Work, payment terms, and other provisions contained herein.

SCOPE OF WORK

PAYMENT TERMS

If Client fails to pay any undisputed amount when due, Client will pay a late fee of per month on the outstanding balance, calculated from the date payment was due until paid in full. Provider may suspend performance for amounts overdue more than days after written notice.

TERM AND TERMINATION

Term begins on and ends on unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate for material breach by the other party if such breach is not cured within days after written notice specifying the breach.

CONFIDENTIALITY

For the purposes of this Agreement, Confidential Information means all non-public information disclosed by a party (Disclosing Party) to the other (Receiving Party) relating to designs, technical data, processes, specifications, drawings, business plans, and pricing. Receiving Party will: (a) hold Confidential Information in strict confidence; (b) use Confidential Information solely to perform obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors, or agents who have a need to know and who are bound by confidentiality obligations no less restrictive than those herein. Confidential Information does not include information that is: (i) publicly known through no breach of this Agreement; (ii) rightfully received from a third party without restriction; or (iii) independently developed without use of the other party's Confidential Information. Upon termination or written request, Receiving Party will return or destroy Confidential Information and certify its destruction in writing.

INTELLECTUAL PROPERTY AND DELIVERABLES

Unless otherwise agreed in writing, Provider retains all pre-existing intellectual property and methodologies. Provider grants Client a perpetual, non-exclusive, non-transferable license to use deliverables produced under this Agreement solely for Client's internal purposes. Any custom designs or drawings specifically commissioned and paid in full by Client will be assigned to Client upon full payment, subject to any third-party component rights and Provider's retained background technology.

WARRANTY; LIMITATION OF LIABILITY

Provider warrants that the revisions will be performed in a professional manner consistent with industry standards. EXCEPT FOR THE FOREGOING, ALL WARRANTIES, EXPRESS OR IMPLIED, ARE DISCLAIMED. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES. PROVIDER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT.

GOVERNING LAW

This Agreement will be governed by and construed in accordance with the laws of without regard to conflict of law principles.

ENTIRE AGREEMENT

This Agreement, including any exhibits and statements of work executed hereunder, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. No amendment will be effective unless in writing and signed by both parties.

NOTICES

ENTITY TYPE

Provider entity type: Individual Corporation LLC Other

Client entity type: Individual Corporation LLC Other

ADDITIONAL TERMS

Any modifications to the scope, schedule, or compensation must be documented in a written change order signed by authorized representatives of both parties. Provider will not be responsible for delays caused by Client-supplied materials, approvals, or late payments.

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