Technical Specification Sheet

TECHNICAL SPECIFICATION SHEET AND AGREEMENT

Client Name:    Supplier Name:

Effective Date:    Specification Reference:

RECITALS

WHEREAS, Client Name: requires certain goods, components and associated services described in this specification sheet; and

WHEREAS, Supplier Name: represents that it has the capability, personnel, facilities and quality systems necessary to design, manufacture, test and deliver the goods in conformity with the technical requirements set forth herein; and

WHEREAS, the parties desire to record the technical requirements, acceptance criteria, delivery terms and commercial obligations governing the production and supply of the items described in this Technical Specification Sheet.

SCOPE OF WORK

TECHNICAL SPECIFICATIONS

Product Name:    Model / Part No.:

Materials:

Critical Dimensions / Tolerances:

Operating Conditions:

Performance Requirements:

ISO 9001    RoHS    REACH    Other:

TESTING, INSPECTION AND ACCEPTANCE

DELIVERY, PACKAGING & TRACEABILITY

Packaging Requirements:

Lead Time (days):    Qty per Shipment:

Traceability:

PAYMENT TERMS

Contract Price / Unit:    Estimated Total Contract Value:

Payment Due (days from invoice):    Late Fee:

TERM AND TERMINATION

Contract Start Date:    Contract End Date:

Termination for Convenience: Either party may terminate this Agreement upon written notice of days to the other party.

Termination for Cause: Either party may terminate immediately for material breach that is not cured within thirty (30) days after written notice specifying the breach.

CONFIDENTIALITY

Each party shall hold in strict confidence all proprietary and confidential information disclosed by the other party in connection with this specification and shall not use such information except as necessary to perform its obligations under this Agreement. Confidential information includes specifications, drawings, process data, source code, pricing and business terms, whether marked confidential or disclosed orally and designated in writing within thirty (30) days.

Exceptions: Confidentiality obligations shall not apply to information that (a) is or becomes generally available to the public other than by breach of this Agreement, (b) is rightfully received from a third party without restriction, or (c) is independently developed without use of the other's confidential information.

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 law principles.

ENTIRE AGREEMENT

This Technical Specification Sheet and Agreement, including any attachments, purchase orders expressly incorporating it, and approved revisions, constitutes the entire agreement between the parties with respect to the subject matter herein and supersedes all prior proposals, negotiations and representations, whether written or oral. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

REVISION CONTROL & ATTACHMENTS

Revision Number:    Revision Date:

MISCELLANEOUS PROVISIONS

Remedies: The parties agree that a breach of confidentiality, intellectual property or specified acceptance criteria may cause irreparable harm for which monetary damages would be inadequate; accordingly, the non-breaching party shall be entitled to seek injunctive relief in addition to any other remedies available at law or in equity.

Assignment: Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all assets.

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