Vehicle Motor Model Template

VEHICLE MOTOR MODEL TEMPLATE

Parties and Effective Date

This Vehicle Motor Model Agreement (the Agreement) is entered into as of (Effective Date) by and between:

Recitals

WHEREAS, Manufacturer / Supplier represents that it designs, develops and manufactures vehicle motors and related components, and possesses technical expertise for the development and production of the motor model described herein;

WHEREAS, Purchaser / Client desires to procure from Manufacturer / Supplier a motor model meeting the specifications and terms set forth in this Agreement for incorporation into the Client's vehicle platform; and

WHEREAS, the parties desire to fix the terms, scope, delivery, testing, payment and other obligations applicable to the motor model development, production and delivery.

Model Identification and Key Attributes

Scope of Work

Manufacturer / Supplier will design, develop, test and deliver the motor model in accordance with the specifications set forth below and the acceptance criteria. The scope includes prototype development, pre-production validation, first article inspection, serial production, quality documentation and reasonable technical support during initial integration.

Technical Specifications & Acceptance

Payment Terms

Purchaser agrees to pay Manufacturer / Supplier the total contract price set forth below in accordance with the schedule. All payments shall be made in cleared funds and are exclusive of taxes unless otherwise stated.

Term and Termination

This Agreement commences on and, unless earlier terminated in accordance with this Agreement, shall continue until .

Upon termination, each party shall promptly deliver all materials of the other party, settle outstanding payment obligations for accepted deliverables, and ensure orderly transition of any in-progress work as reasonably requested.

Confidentiality

Each party acknowledges that it may receive Confidential Information of the other. Confidential Information means non-public business, technical and financial information disclosed in connection with this Agreement. Recipient shall: (a) maintain confidentiality using at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; (b) use Confidential Information solely for performance under this Agreement; and (c) not disclose Confidential Information to any third party except as permitted by this Agreement. Confidentiality obligations survive termination for a period of five (5) years, except for trade secrets which shall be protected for so long as they remain trade secrets under applicable law.

Intellectual Property and Warranty

Unless otherwise agreed in writing, Manufacturer / Supplier retains all intellectual property rights in designs, drawings and tooling created prior to or independent of this Agreement. Deliverable-specific intellectual property created solely for Purchaser pursuant to this Agreement may be assigned by separate written instrument. Manufacturer warrants that delivered motors will materially conform to the agreed specifications and will be free from material defects in workmanship and materials for the period set forth in the Model Identification section. Purchaser's exclusive remedy for breach of the warranty will be, at Manufacturer's option, repair, replacement or refund for nonconforming units, subject to reasonable verification and return procedures.

Indemnification

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising from its gross negligence or willful misconduct, infringement of third-party intellectual property rights caused by its specifications, or breach of its representations and warranties, subject to customary notice, mitigation and cooperation requirements.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of without regard to conflicts of law principles. The parties submit to the exclusive jurisdiction of the competent courts in that jurisdiction for disputes arising under this Agreement.

Entire Agreement and Amendment

This Agreement, together with any exhibits and purchase orders expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior or contemporaneous agreements, understandings and communications, whether written or oral. No amendment or waiver shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous Provisions

If any provision of this Agreement is held unenforceable, the remainder shall continue in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except to an affiliate or in connection with a merger or sale of substantially all assets, provided the assignee assumes all obligations herein.

Notices

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