Technical Tool Drawing Template

TECHNICAL TOOL DRAWING TEMPLATE AND AGREEMENT

Parties

Recitals

WHEREAS, Manufacturer is engaged in the design, fabrication, and testing of precision tools and fixtures and possesses the specialized expertise, equipment and personnel necessary to produce the tool described in this Drawing and Agreement; and

WHEREAS, Client desires to procure the design, manufacture, and delivery of a production tool in accordance with the specifications set forth in this Technical Tool Drawing and Agreement (the Drawing), and Manufacturer is willing to produce such tool under the terms and conditions set forth herein; and

NOW, THEREFORE, in consideration of the mutual covenants contained in this Drawing and Agreement, the Parties agree as follows.

Scope of Work

Manufacturer shall perform the design validation, tooling fabrication, finishing, assembly, testing and dimensional inspection necessary to deliver a completed production tool in accordance with the specifications included in this Drawing and Agreement. Detailed activities include creation and approval of final tool drawings, procurement of specified materials, execution of specified heat treatment and surface treatments, and delivery of acceptance documentation to Client.

Tool Drawing Details

Revision History

Payment Terms

Client shall pay Manufacturer for the services and deliverables described in this Drawing and Agreement as follows. Total fee: $. Payment schedule: . All payments are due within days of invoice.

Late payments shall accrue interest at % per month (or the maximum permitted by law, if lower). Client is responsible for reasonable collection costs, including attorney fees, for overdue balances.

Term and Termination

This Drawing and Agreement commences on the Effective Date set forth below and continues until completion of the scope of work unless earlier terminated in accordance with this section. Effective Date: . Anticipated completion or End Date: .

Either Party may terminate this Drawing and Agreement for cause upon written notice if the other Party materially breaches any obligation and fails to cure within days after receipt of written notice. Either Party may terminate for convenience upon days' prior written notice to the other Party, provided Client pays for work completed and materials purchased through the termination date.

Confidentiality

Each Party acknowledges that drawings, specifications, tooling data, process parameters, and other information identified as confidential or proprietary (Confidential Information) constitute valuable trade secrets. Neither Party shall disclose Confidential Information to any third party without the prior written consent of the disclosing Party, and each Party 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 shall survive termination of this Drawing and Agreement for a period of years, except that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law.

Intellectual Property and Use of Drawings

All intellectual property rights in the original tool drawings created by Manufacturer specifically for Client under this Agreement shall be owned as follows: Client shall hold ownership of the final approved drawing for use with the specified production quantities; Manufacturer retains ownership of proprietary manufacturing methods, jigs, fixtures and process documentation developed independently of the specific drawing. Any license granted to Client to use Manufacturer's proprietary process documentation shall be described in a separate written license. Any use of the drawings beyond the permitted scope requires prior written consent and may be subject to additional fees.

Warranties and Remedies

Manufacturer warrants that completed tooling will conform to the final approved drawing and be free from defects in materials and workmanship for a period of months from delivery, provided Client performs normal use and maintenance. Manufacturer's sole obligation and Client's exclusive remedy for breach of this warranty shall be repair or replacement of nonconforming components at Manufacturer's expense, or refund of the purchase price if repair or replacement is not commercially practicable.

Governing Law

This Drawing and Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to principles of conflicts of law. The Parties agree that exclusive venue for any dispute shall be in the courts located in that state unless otherwise mutually agreed in writing.

Entire Agreement

This Drawing and Agreement, including all attachments, drawings and change notices expressly incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter and supersedes all prior and contemporaneous oral and written agreements and understandings. Any amendment to this Drawing and Agreement must be in writing and signed by authorized representatives of both Parties.

Certifications and Approvals

The undersigned authorized representatives certify that the specifications contained in this Drawing and Agreement are accurate to their knowledge, that they are authorized to bind their respective Parties, and that any deviation from these specifications requires a documented engineering change and written approval by both Parties.

Proprietary designation: The drawing and related documents are proprietary and confidential to the extent indicated above.

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