Vehicle Drive Upgrade Form

Vehicle Drive Upgrade Form

Parties and Vehicle Identification

Vehicle Make/Model:    Year:    VIN:

License Plate:    Odometer (miles):

Recitals

WHEREAS, Client Name: is the registered owner of the vehicle identified above; and

WHEREAS, Service Provider Name: possesses the expertise and licensure to perform drive system upgrades and related installations; and

WHEREAS, the parties desire to set forth the scope, specifications, payment terms, warranties, confidentiality, and other terms governing the upgrade work described herein.

Scope of Work

The Service Provider agrees to perform the following upgrade work on the vehicle identified above. Detailed description of services, parts, tolerances, and acceptance criteria must be specified below.

Select upgrade items to be performed:

Transmission upgrade / replacement    Transfer case installation    Differential upgrade

Drive shaft replacement    ECU / drive controller tuning    Other:

Parts, Materials, and Payment Terms

Late Payment Fee: (applies to overdue balances)

Term and Termination

Project Start Date:    Projected Completion Date:

Either party may terminate this Agreement for material breach if the breaching party fails to cure within days after receipt of written notice. Upon termination, Client shall pay for all work performed and parts ordered up to the effective date of termination.

Confidentiality

Each party acknowledges that during the performance of this Agreement it may obtain confidential or proprietary information of the other party. "Confidential Information" does not include information that (i) is or becomes publicly known through no breach of this Agreement, (ii) is already known to the receiving party without restriction, or (iii) is rightfully obtained from a third party without breach of obligation. The receiving party shall not disclose Confidential Information to any third party and shall use at least the same degree of care to prevent disclosure as it uses with its own similar information, but in no event less than reasonable care. This obligation survives termination for a period of three (3) years.

Warranties and Liability

Service Provider warrants that parts and labor provided under this Agreement shall conform to the Scope of Work for a warranty period of months from final acceptance, unless otherwise stated in a written component warranty. EXCEPT AS EXPRESSLY STATED HEREIN, SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Liability shall be limited to direct damages and in no event shall either party be liable for incidental, consequential, or punitive damages arising from performance or nonperformance under this Agreement.

Compliance; Permits and Inspections

Service Provider shall obtain or verify any licenses, permits, and approvals required by applicable law to perform the upgrades. Client shall be responsible for any fees associated with registration changes, inspections, or compliance testing required by governmental authorities as a result of modifications.

Permit Required:    Inspection Required:

Governing Law and Entire Agreement

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to its conflicts of law principles. Venue for any dispute shall be the state or federal courts located within that state.

This Agreement, including all attachments and written change orders executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous understandings, representations, and agreements, whether written or oral.

Acknowledgment and Authorization

By signing below, Client authorizes Service Provider to perform the work described herein, to order parts on Client's behalf where necessary, and acknowledges receipt of a copy of this Vehicle Drive Upgrade Form.

Additional notes / special instructions:

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