Testing Battery Crushing Test

Testing Battery Crushing Test Agreement

This Testing Battery Crushing Test Agreement (the Agreement) is entered into as of Effective Date: by and between Client Name: and Test Provider Name: .

WHEREAS

WHEREAS, Client retains Provider to perform a mechanical crushing test on battery samples to determine crush resistance, energy absorption, and failure mode in accordance with the scope and acceptance criteria set forth below; and

WHEREAS, Provider represents that it has the requisite personnel, equipment, and laboratory controls to perform the Test Services in a commercially reasonable and safe manner and to produce a written Test Report describing methods, measurements, observations, and conclusions.

WHEREAS, the parties desire to set forth their respective responsibilities, payment terms, confidentiality obligations, and liabilities with respect to the Test Services.

SCOPE OF WORK

TEST METHOD AND ACCEPTANCE CRITERIA

Provider will perform a compressive crushing test to progressively apply load to the sample until mechanical failure or a maximum specified displacement/force is reached. Test parameters, instrumentation tolerances, and pass/fail criteria are set forth in the Scope of Work and the acceptance criteria described below.

EQUIPMENT, CALIBRATION & SAFETY

Provider shall maintain safety controls consistent with recognized laboratory practice for handling and testing cells and batteries. Client will identify any hazardous conditions or special handling instructions prior to sample delivery.

PAYMENT TERMS

TERM AND TERMINATION

This Agreement commences on Start Date: and terminates on End Date: unless earlier terminated in accordance with this section.

Either party may terminate for material breach if the breaching party fails to cure within thirty (30) days after receipt of written notice. Provider may suspend testing if samples present an immediate safety hazard; fees for work performed up to suspension remain payable.

CONFIDENTIALITY

Each party agrees to keep confidential all non-public technical, business, and test result information disclosed by the other party that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Provider shall not disclose Test Reports, raw data, or Client proprietary information to third parties without Client's prior written consent, except as required by law. Confidential information does not include information that (a) is or becomes generally known to the public through no wrongful act of the receiving party, (b) is developed independently by the receiving party without use of the disclosing party's confidential information, or (c) is rightfully obtained from a third party without restriction.

REPORTING, OWNERSHIP OF DATA & RETENTION

Provider will deliver a written Test Report summarizing the test method, equipment, calibration records, measurements, observations, and conclusions within the time frame set in the Scope of Work. Ownership of original raw test data remains with Provider until full payment is received, at which point Client is granted a perpetual license to the Test Report and data for Client's internal use. Provider will retain raw data for a minimum period of ninety (90) days after report issuance unless otherwise agreed.

LIABILITY, INDEMNITY & WARRANTIES

Provider warrants that services will be performed in a competent and workmanlike manner consistent with industry practice. EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN THE PRECEDING SENTENCE, PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Provider's total liability arising out of or related to this Agreement shall not exceed the total fees paid by Client to Provider under this Agreement for the particular Test Services giving rise to the claim. Neither party shall be liable for incidental, consequential, special, or punitive damages. Client shall indemnify and hold Provider harmless from third-party claims arising from Client-supplied materials, including hazardous properties, where Provider's actions were performed in accordance with Client instructions.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including the Scope of Work and any attached specifications or purchase documentation expressly incorporated by reference, constitutes the entire agreement between the parties and supersedes all prior agreements and understandings relating to the subject matter. No amendment shall be effective unless made in writing and signed by authorized representatives of both parties.

ADDITIONAL TEST RESULTS

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses provided below or to such other address as either party may designate by notice to the other. Notices delivered by email shall be effective upon receipt if followed by a copy via first-class mail or courier.

MISCELLANEOUS

If any provision of this Agreement is declared invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect. The parties are independent contractors, and nothing in this Agreement creates an agency, joint venture, or employment relationship.

Sign Now