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Whole Hog Contract Approval
This contract approval will authorize Whole Hog Technologies to begin work on your project. A specific start date and milestone schedule will be determined upon submission of your approval. Whole Hog Technologies will contact you within one (1) business day to determine your project schedule.
After submission of this contract approval, you will receive a confirmation email that contains all information that has been submitted to Whole Hog defining the work authorization. Please refer to your Whole Hog Quote or Engineering Change Order for detailed information regarding product development and expected deliverables through the duration of this contract.
General Assumptions: The following assumptions are tied to the scope of work proposed by Whole Hog Technologies by the associated contract number. If any of the assumptions are not true, the schedule or cost may be affected.
- Whole Hog Technologies understands that the requirements, as described in the contract document, will not change.
- Whole Hog Technologies will provide all mechanical engineering resources for CAD modeling, analysis, fabrication drawings, and other technical support to the customer as outlined in the contract.
- Whole Hog Technologies will provide all SolidWorks CAD models, assemblies and drawings to be used as reference at the completion of this project in a format that can be readable by the CAD software specified by the Customer.
- Any information provided by the Customer is understood to be of confidential nature and only to be transferred between Whole Hog Technologies computers as necessary. All files will be archived in the Whole Hog Technologies PDM Vault at the conclusion of this project with administrator access only.
- All CAD design will be completed in SolidWorks unless identified otherwise in the contract.
- Whole Hog Technologies will require all customers to respond to requests for information within 1 business day. Delays to information requests will potentially result in delays to the overall project and deliverables.
- Whole Hog Technologies will provide the Customer with a W-9 form for year-end taxes. The completed and returned form is required before the final release of CAD information to the Customer.
Time and Materials Quote: This contract is offered on a not-to-exceed time and material basis and includes the effort outlined above. When 80% of the quoted time has been reached by Whole Hog Technologies, a completion schedule will be discussed with the Customer to achieve successful and timely project goals.
Schedule: Whole Hog Technologies will make best efforts to meet the schedule as outlined, and will attempt to accelerate the schedule wherever possible. We will work closely with the Customer in this matter.
Cancellation Policy: Once accepted, the project can only be cancelled in writing. Cancellation requires payment for all work completed. Please note that there may be some additional time and cost required to close out the project prior to completion (organize files, close the project, deliver data, etc). Whole Hog Technologies will communicate this "project wrap-up" time once a cancellation notice has been issued by the Customer.
Billing: Whole Hog Technologies will invoice against the schedule and/or milestones identified within the contract with NET 15 terms if no other terms have been otherwise agreed upon between Whole Hog Technologies and the Customer.
Binding on Successors: This agreement shall be binding upon and inure to the benefit of the parties hereto and their successors and assigns.
Client Provided Resources: Information provided by the Customer through the duration of the contract, including access to information available regarding the development of conceptual products, is intended to be used by Whole Hog Technologies in the course of providing its services. These resources must be error or fault free and fully and accurately documented. Documentation shall include data sheets, specifications and procedures. Resources provided by the Customer that do not comply with the above and impede Whole Hog Technologies in providing its services may result in additional charges. Such charges will be based on the additional time expended in discovery of and remedies taken to overcome impediments resulting from resources provided by the Customer that do not comply with the above.
Relationship: Except as specifically stated herein, Whole Hog Technologies shall act at all times as an independent contractor and shall not enter into, incur or hold itself out to third parties as having authority to enter into or incur on behalf of the Customer any commitment, expenses or liability whatsoever. Nothing contained in this agreement shall be construed or implied to create an employment relationship between Whole Hog Technologies and the Customer.
Confidentiality: Whole Hog Technologies and the Customer will honor a separate Non-Disclosure Agreement which is available as an attachment to this contract agreement when needed. Whole Hog Technologies can provide this document to a client who does not have access to a Non-Disclosure Agreement to cover this project when needed.
Legal Jurisdiction: This agreement shall be governed by and construed in accordance with the laws of the State of New Mexico applicable to contracts made and performed therein. The parties hereby submit themselves to the jurisdiction of the courts of the State of New Mexico for the determination of any controversy arising under or in connection with this agreement, and agree that all service of process may be made by registered (return receipt) mail to the other. The prevailing party in any dispute shall be entitled to recover its reasonable attorney’s fees and costs incurred, in addition to any other damages.
Non-assignment: Neither this agreement nor any right or obligation arising from this agreement shall be assignable or shall be assigned by either party without the prior, express written consent of the other party, which shall not be unreasonably withheld.
Payments: In the case of a time and materials estimate, the Customer acknowledges that the amounts set forth above are only estimates, and agrees that the Customer will be responsible for all services provided by Whole Hog Technologies on a time and material basis. The Customer agrees to make payments of the of the amounts invoiced by Whole Hog Technologies after receipt of each invoice pursuant to mutually agreed upon terms or NET 15 if no terms are specified. The Customer further agrees to pay all Whole Hog Technologies costs of collection (including reasonable attorneys’ fees expenses) of any amounts owed to Whole Hog Technologies by the Customer. If the Customer fails to make payment as agreed, Whole Hog Technologies may stop work on the project and withhold deliverable items and technical information until payment has been received in full for work completed. In such an event, any schedule dates for future delivery of work defined within the contract will become invalid. Late payments shall accrue interest at a rate of 1.5% per month until paid.
Ownership: The specific designs and all deliverables which result from Whole Hog Technologies performance of services under this agreement shall become the property of the Customer. All other intellectual property developed previously by Whole Hog Technologies, used by Whole Hog Technologies in the performance of the services, or generic and obvious to those skilled in the field shall be retained by Whole Hog Technologies and may be used without restriction. All intellectual property is owned by Whole Hog Technologies until payment for services rendered in this contract is received in full from the Customer.
Solicitation of Whole Hog Technologies Employees: Recruiting and training employees is time consuming and expensive. The Customer agrees that during the term of this contract and within six (6) months afterwards, the Customer will not offer employment to or hire any person who has been an employee of Whole Hog Technologies within six months prior to the time they are hired by the Customer. If the Customer violates this provision, the Customer will be liable to Whole Hog Technologies the sum of fifty percent (50%) of the annual compensation (at the rate last paid that employee by Whole Hog Technologies) of each employee involved.
Limited Warranty: Whole Hog Technologies warrants that the services will be performed in a good and workmanlike fashion, consistent with industry standard practices. Whole Hog Technologies will perform the mutually agreed work, but makes no warranty that the results of the design and development will be successful, or that the operation of the product will be uninterrupted or error-free. All other warranties, express or implied, are specifically disclaimed. In particular, and not by way of limitation, Whole Hog Technologies makes no warranties that the designs will produce a product that is merchantable or fit for a particular purpose.
Limited Remedy: Any defects in the deliverables will be corrected if written notice of the defect is received by Whole Hog Technologies within thirty (30) days following receipt acknowledgement by the Customer, and such correction shall be the sole remedy of the Customer. In no event shall the liability of Whole Hog Technologies be greater than the total payments made by the Customer. Whole Hog Technologies will not in any event be liable for incidental, consequential, or special damages of any kind, including liability for loss of use, loss of work in progress, delay damages, loss of revenue or profits, or any liability of client to a third party, including liability for bodily injury or property damage.
Indemnity: Each of the parties agrees to indemnify and hold harmless the other from any liability or claims of any kind for injury to its person or property, or any loss, expense or damage incurred by any person or party arising in any manner from the performance of services under this agreement. The Customer agrees to indemnify and hold harmless Whole Hog Technologies from any liability or claims of any kind for injury to persons or property, or any loss, expense or damage incurred by any person or party arising in any manner from the manufacture, sale, or use of the products produced using the designs developed by Whole Hog Technologies under this agreement.
Whole Hog Design Ownership Policy
The Customer is responsible for the dimensional accuracy and functional performance of the released CAD models and/or manufacturing drawings. General tolerance and/or fitment not explicitly identified as deliverable items, or otherwise controlled within the scope of this project, will be periodically checked through the design process by Whole Hog Technologies according to standard engineering, fabrication and design practices. It is ultimately the responsibility of the Customer to verify product design success prior to large scale production. While many aspects of design validation can be performed digitally within the scope of this contract, test fitting prototype units and verifying their successful operation will ultimately determine the long-term and/or large-scale success of this and any other design effort.