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Title: |
Contract Manufacturing Agreement |
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Date: |
2006 |
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Preview shows 17KB of 72KB total |
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$41 |
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ID: |
#2549930 |
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SIC CONTRACT No. 100
This Contract Manufacturing Agreement (the Agreement) is entered into and between Valcent Manufacturing, LP, a Texas limited partnership (the Company) and Solid Integrations, LLC, a Texas limited liability company (Contractor).
A. Company desires to enter into an agreement with Contractor for certain manufacturing and assembly services, (the Services), whereby Contractor will, with the assistance of a subcontractor in Cd. Juarez, Chihuahua, manufacture (Manufacture) for Company certain Products at the Factory in accordance with the specifications and instructions of Company.
B. Contractor is willing to provide the Services and Manufacture the Products for Company under the terms and conditions set forth below.
In consideration of the premises and mutual promises, covenants and agreements hereinafter set forth, the parties hereto agree as follows:
Section 1.1 Definitions. The terms set forth below in this Article I shall have the meanings ascribed to them below:
Affiliate: With respect to any person, means any person that directly or indirectly controls, is controlled by or is under common control with such person.
Best Efforts: Means a partys efforts in accordance with reasonable practice and/or consistent with its past practice.
Delivery Date: Shall have the meaning defined in Section 2.4 hereof.
Factory: Means Subcontractor's manufacturing facility for Products located at Ramon Rivera Lara #6220 Lara, Parque Ramon Rivera Lara, Cd. Juarez, Chihuahua, Mexico 32605.
Finished Good(s): Means any Product that is 100% complete and packed in a shipping carton awaiting shipment to Company.
Finishing Materials: Shall have the meaning defined in Section 2.2 hereof.
FOB Point: Shall have the meaning defined in Section 3.2 hereof.
Indemnified Amounts: Shall have the meaning defined in Section 11.1 hereof.
Intangible Property: Shall mean the designs, drawings, components, data, technology, and other proprietary or confidential information relating to the Product, including any Patents, and any improvements or modifications to the Product or Patent.
Know-How: Shall mean any and all technical information presently available or generated during the term of this Agreement that relates to the Product or Improvements and shall include, without limitation, all manufacturing data and other information related to the Product or Improvements and useful to the development, manufacture and effectiveness of the Product. Specifically included is the technical information relating, directly or indirectly, to the Patent.
Manufacture Defect: Means any defect which is attributable to the Contractors failure to Manufacture, assemble, label, or pack of a Product in compliance with the Specifications or deliver the Product under the terms of this Agreement (hereinafter defined).
Materials: Shall have the meaning defined in Section 2.2 hereof and shall include Raw Materials defined in Section 2.1(d) and Finishing Materials defined in Section 2.2 of this Agreement.
Order: Shall have the meaning defined in Section 2.4 hereof.
Patent: Shall mean the case numbers attached hereto as Schedule 1.01.
Person: Means any individual, firm, corporation, partnership, limited liability company, joint venture, association, trust, unincorporated organization, government or agency or subdivision thereof or any other entity.
Production and Delivery Schedule: Shall have the meaning defined in Section 2.5 hereof.
Products: Means the products listed on attached Schedule 1.1 entitled Products. From time to time, the list of Products may be amended by the execution by the Company and the Contractor of an amended Products Schedule (Schedule 1.1) and an amended Price Schedule (Schedule 4.1). The term Products shall include Finished Goods.
Raw Materials: Means the products defined in Section 2.1(d) herein.
Specifications: Means detailed characteristics, descriptions, dimensions, and drawings of the Product and its components set forth in Schedule 1.1 attached hereto, and those Specifications that may be mutually agreed to in writing between the parties from time to time.
Subcontractor: Means Mack Technologies, Inc., its Affiliates in Mexico and any other subcontractor that the Contractor may use to manufacture and/or assemble the Products.
Tooling: Means the machinery, equipment, tooling, molds and dies of Company or its Affiliates used to manufacture the Products, which are made available by Company to Contractor and listed on attached Schedule 1.2 entitled Tooling.
Trademarks: Shall have the meaning defined in Section 12.1 hereof.
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Transfer: Shall have the meaning defined in Section 15.14 hereof.
Warehouse: Shall mean the warehouse facilities in El Paso, Texas that Contractor may use to store the Products, the Tooling and the Raw Material.
WIP Inventory: Means the work-in-progress inventory of Products.
Section 2.1 General Services
(a) Contractor, with the use of the Subcontractor, covenants and agrees to cause the Products to be manufactured and assemble (referred to as the Services) the Products that Company requests it to Manufacture at the Factory utilizing the Materials, Tooling and such other tools, machinery, equipment, and fixtures (and computer systems, if any) of Contractor located in and at the Factory, provided that the Purchase Orders for the Products requested by the Company are consistent with the terms and conditions contained in this Agreement. Contractor contracts and guarantees that the Services shall be carried out in a good and workmanlike manner, in compliance with all applicable laws, codes, rules and regulations, and in strict compliance with the Specifications..
(b) Subcontractor shall have available at the Factory to provide the Services all Materials, facilities, employees, technical, spare parts, computer systems and any other items required for the rendering of the Services. Company shall make the Tooling available to Contractor subject to the terms and conditions of Section 5.2 of this Agreement.
(c) The bulk of the Services will consist of the Manufacture of Products by Contractor with Materials provided by Company and using Tooling and Raw Materials made available to Contractor by Company or purchased by Contractor on behalf of Company.
(d) Contractor shall assist Company in the purchase of materials and supplies (the Raw Materials) for the manufacture of the Products under this Agreement using the following procedures. First, Contractor shall prepare purchase orders for Materials. Such purchase order shall be delivered to Company for approval. After Company approves the purchase order then Contractor shall place the order for the Materials will delivery either directly to Contractor or to Company. The invoice shall be in Companys name and shall be sent to Company for payment. Company shall make all payments directly to the supplier. Contractor shall make arrangement for delivery of the Materials. For purposes of this Agreement and except as otherwise specifically provided, all references to Materials shall include Raw Materials.
(e) Contractor shall or shall require the Subcontractor to initiate, maintain, supervise and provide notices of all safety precautions and programs in connection with the Manufacture and assembly of the Product and to provide all necessary protection to prevent damage, injury or loss to (i) all employees involved with the Manufacture of the Product and other persons who may be affected thereby, (ii) all the work under this Agreement and all materials and equipment to be incorporated and used in accordance therewith, and (iii) other property at the Factory. Contractor shall take reasonable safety precautions necessary to prevent damage, injury and loss to persons and property at the Warehouse.
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Section 2.2 Finishing. Contractor will provide finishing Services to Company as part of the Manufacture of Products contemplated in this Agreement. The finishing Services will include, without limitation, labeling, inspecting, repairing, tagging and packaging. The finishing Services shall comply with written instructions Set forth on Schedule 2.2 attached hereto. Packing shall include placing the Finished Goods in a shipping carton, stretch wrapped, taped and stored on pallets. Company shall supply labels and cartons (Finishing Materials) to provide the finishing services. Finishing Materials and any raw or other materials provided by Company under this Agreement are included in the definition of Materials.
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