Agreement Terms and Conditions
Download this agreement here.
- Scope of Agreement
Stilwell Baker Inc. (SBI) shall provide the services outlined on the proposal (Proposal). Any amendments to the Proposal shall not be valid unless submitted in writing and signed by SBI and the Client. Unless otherwise specified, all quotations are valid for 30 days. A Proposal is accepted only when signed by the Client.
Consulting work will be billed on a time and material basis at SBI’s normal hourly rate unless the hourly rate is specified differently on the Proposal.
- Product Manufacturing
Unless specified in the Proposal, all shipments are FOB Lake Oswego, OR. Risk of loss shall pass to Client at the FOB point. Title is retained by SBI on any item delivered to Client until payment in full is made by Client. Products shall not be returned to SBI without SBI’s written consent. Any returned products may be refused by SBI or returned to Client at Client expense.
Other than electrical functional testing for correct operation, no product will be subjected to any Environmental, EMI, HIRF, ESD or other testing unless specified in the Proposal. The product or design shall not be required to meet any regulatory requirements unless specified in the Proposal.
- Intellectual Property
Unless specified in the Proposal, all intellectual property (including, but not limited to, designs, products, drawings, prototypes, tools, dies, molds, fixtures, jigs, shop aids, CAD drawings, patterns and drawings) designed or created by SBI, shall be and remain the exclusive property of SBI. All such intellectual property shall not be deemed work made for hire. Client may purchase intellectual property from SBI on terms mutually agreeable to SBI and Client.
If the intent of the parties is that SBI will develop and manufacture products for Client, then SBI shall factor in development costs and shall rely on the ability to be the exclusive supplier to Client in order to recoup SBI’s development costs.
In such event, Client agrees and hereby appoints SBI as its sole and exclusive supplier of the product for a period of two years unless the Proposal specifies a longer term. If SBI is unable or unwilling to provide the product, then SBI shall inform Client in writing, and Client shall have the option to obtain the intellectual property from SBI under mutually acceptable terms and obtain another supplier of the product.
Invoices for consulting work shall be submitted every two weeks with payment due net 30 days. SBI shall be reimbursed by Client for its reasonable out-of-pocket and travel expenses incurred in performing services under this Agreement. Invoices for Product manufacturing shall be due COD unless otherwise specified. Travel costs and time for travel will be charged for any travel more than 50 miles from SBI office. A minimum of 4 hours travel time will be charged if travel time is 4 hours or longer. A minimum of 10 hours of travel time will be charged for travel outside of North America. Interest of 1.5% per month (18% perannum) shall be assessed on any payment not paid when due.
Proposals do not include taxes and Client is responsible for any federal, state, or local tax or any fee or assessment charged by any governmental entity. Client shall be responsible for any export documentation, fees and taxes.
SBI warrants that its work will be in accordance with standards and practices of the care, skill and diligence, customarily observed by similar firms under similar circumstances for a period of one year. SBI expressly disclaims all warranties, whether expressed or implied, including but not limited to, the implied warranty of merchantability or fitness for a particular purpose.
- Limitation of Liability
The combined maximum liability of SBI, and its officers, managers, employees and agents for any damages, including negligence or breach of this Agreement, shall be the lesser of the actual damages incurred or the amount paid by Client hereunder. SBI, and its officers, managers, employees and agents are hereby expressly released and discharged from any and all liability for any loss, injury, or damage to persons, business, or property arising from their performance of the services outlined herein in excess of the fee paid.
- Consequential Damages
Under no circumstances shall SBI, and/or its officers, managers, employees and agents be liable to Client or any other person or entity for any special, indirect consequential loss or damage or any negative publicity that results from any work performed, whether or not such loss or damage is caused by the fault, breach of contract, or negligence of SBI, and its officers, managers, employees and agents or subcontractors. This exclusion of liability for special, indirect, or consequential loss or damage is intended to apply to damages or losses of any kind, including those damages of a “commercial” nature such as, but not limited to, loss of profits or revenue, costs of capital, damage to or loss of use of equipment or facilities or any claims of clients, customers or any third party.
Client agrees to indemnify, hold harmless, and defend SBI, and its officers, managers, employees and agents from and against any and all losses, costs, expenses, damages, or liabilities (including reasonable attorney fees) incurred or threatened to be incurred by any third party or their officers, managers, employees and agents by reason of or arising out of or in connection with this Agreement or the breach of the warranties and representations contained herein.
- Entire Agreement
This Agreement with the Proposal constitutes the entire agreement between the parties relating to the work to be performed. It supersedes all prior and contemporaneous agreements, representations, verbal or written promises, and undertakings of the parties with respect to the subject matter of this Agreement.
- Non Solicitation
Client hereby expressly covenants and agrees that at all times and for a period of eighteen months following SBI’s performance, Client shall not directly or indirectly, in any form or manner, solicit SBI’s clients, customers or employees and shall not hire any SBI employees.
SBI shall be entitled to rely upon any drawings, measurements or other representations made by Client. Client hereby assumes liability for patent and copyright infringement from any information supplied by Client or when goods are made to Client specifications. Client represents and warrants to SBI that any information provided by Client shall belong solely to Client, who shall have all patent and copyright rights to such information and specifications.
- Cancel Work
SBI reserves the right to cancel any work being performed and stop performance at any time and for any reason. SBI shall not be liable for any damages or loss of any kind if Proposal is cancelled and Client shall pay for all services through the cancellation date.
- Attorney fees
If any dispute, default, suit or action arises from or in connection with this Agreement or bills due under this Agreement, the prevailing party shall be entitled to recover all reasonable attorney fees, costs and expenses incurred, including without limitation, any at trial, on appeal, or in an arbitration or bankruptcy proceeding.
- Claim and Venue
Any suit or action arising out of or in connection with this Agreement mu
st be brought within one year from the date of invoice in a state or federal court located in the State of Oregon and the parties hereby submit to the exclusive jurisdiction of any such court and any such suit or action.
- Delays/Force Majeure
The parties a cknowledge that any delivery dates are estimates and are dependent on factors outside SBI control including Client responsiveness.
SBI shall not be responsible for any delay outside its reasonable control.