Strategic Partnership Agreement

THIS AGREEMENT (the “Agreement”) is effective as of the date any job is accepted (the “Job Accepted Date”) through the MacroFab online Manufacturing Platform (the “Platform”), by and between MacroFab, Inc., a Delaware corporation having a principal place of business at 2000 W. Governors Cir. Ste. F, Houston, TX 77092 (“MACROFAB”) and the factory partner accepting a job via the Platform (“PARTNER”).

This document was last updated on 9/13/2022.

1. Purpose

MACROFAB and PARTNER are entering this agreement for the purpose of providing manufacturing services to customers which are marketed to by MACROFAB. PARTNER shall provide capital equipment and labor, while MACROFAB shall provide specific job-related materials, customers, and technology necessary to achieve PARTNERS’ joint goals.

2. Term of Agreement

AGREEMENT shall be valid for two (2) years from the date entered into, and shall automatically renew every twelve (12) months thereafter until canceled by either party.

3. Termination of Agreement

Termination of AGREEMENT can be executed by submitting written notification to the other party with at least thirty (30) days advance notice of desired termination. Upon termination or expiration of this agreement, the indemnification clauses below of this agreement shall remain in effect for an additional five (5) years after the effective termination or expiration date.

4. Responsibility of Parties

Marketing of customers: MACROFAB shall be solely responsible for the marketing to customers.

Materials and tooling: Unless otherwise agreed to, MACROFAB shall be solely responsible for the providing of all raw components and specific job-related materials and any tooling necessary for manufacturing, whether sourced from the market or supplied by a customer.

Capital Equipment: PARTNER shall be responsible for providing the capital equipment necessary to effectively manufacture the marketed products and in such quantity as needed to meet the expected demand at a known date. If such equipment is specific to the production of a single order, or for a single customer, and cannot be otherwise utilized, the responsibility to provide such equipment shall rest with MACROFAB unless otherwise agreed to by both parties.

Labor: PARTNER shall be responsible for providing all required labor to produce the desired orders within the expected timeframe of the order.

Quality: PARTNER shall be responsible for providing quality workmanship acceptable to IPC-A-610H Class 2 or 3 standards as indicated within the specified job guidelines.

5. Payment

MACROFAB shall issue payment to PARTNER Net thirty (30) days after receipt and acceptance of finished goods by MACROFAB. Such payments shall be issued in USD by ACH, wire transfer, or other acceptable means to partner. PARTNER shall provide a complete accounting for each order of charges and payments accrued to, or by, PARTNER. Such accounting for orders shall be delivered no later than ten (10) business days after receipt of finished goods by MACROFAB, and may be delivered via either electronic or printed means.

6. Indemnification

Each party shall indemnify, defend, and hold the other party and the other party's affiliates, shareholders, directors, officers, employees, contractors, agents and other representatives (the " Indemnified Parties") harmless from all demands, claims, actions, causes of action, proceedings, suits, assessments, losses, damages, liabilities, settlements, judgments, fines, penalties, interest, costs and expenses (including fees and disbursements of counsel) of every kind (each a "Claim," and, collectively "Claims") (i) based upon personal injury or death or injury to property to the extent any of the foregoing is proximately caused either by the negligent or willful acts or omissions of the party or its officers, employees, subcontractors or agents and/or (ii) arising from or relating to any actual or alleged infringement or misappropriation of any patent, trademark, mask work, copyright, trade secret or any actual or alleged violation of any other intellectual property rights arising from or in connection with either party’s manufacturing processes.

A party entitled to indemnification pursuant to this Article (the "Indemnitee") shall promptly notify the other party (the "Indemnitor") in writing of any Claims covered by this indemnity. Promptly after receipt of such notice, the Indemnitor shall assume the defense of such Claim with counsel reasonably satisfactory to the Indemnitee. If the Indemnitor fails, within a reasonable time after receipt of such notice, to assume the defense with counsel reasonably satisfactory to the Indemnitee or, if in the reasonable judgment of the Indemnitee, a direct or indirect conflict of interest exists between the parties with respect to the Claim, the Indemnitee shall have the right to undertake the defense, compromise and settlement of such Claim for the account and at the expense of the Indemnitor. Notwithstanding the foregoing, if the Indemnitee in its sole judgment so elects, the Indemnitee may also participate in the defense of such action by employing counsel at its expense, without waiving the Indemnitor's obligation to indemnify and defend. The Indemnitor shall not compromise any Claim or consent to the entry of any judgment without an unconditional release of all liability of the Indemnitee to each claimant or plaintiff.

7. Non-Interference with Business

(a) During the term of this Agreement and for a period of twenty-four (24) months after the expiration or termination of this Agreement (the “Non-Interference Period”), Partner shall not solicit or induce, directly or indirectly, any employee of MacroFab of whom Partner first became aware during the term of this Agreement, to terminate or breach such employee’s employment or other relationship with MacroFab (other than by general advertisement not directed specifically to any such employee). During the Non-Interference Period0, MacroFab shall not solicit or induce, directly or indirectly, any employee of Partner of whom MacroFab first became aware during the term of this Agreement, to terminate or breach such employee’s employment or other relationship with Partner (other than by general advertisement not directed specifically to any such employee).

(b) During the Non-Interference Period, Partner shall not, whether for Partner’s own account or for the account of any other person, firm, corporation or other business organization, intentionally solicit or induce any vendor or customer of MacroFab with whom Partner’s first contact arose under this Agreement, to terminate or breach a contractual or other relationship with MacroFab. During the Non-Interference Period, MacroFab shall not, whether for MacroFab’s own account or for the account of any other person, firm, corporation or other business organization, intentionally solicit or induce any vendor or customer of Partner with whom MacroFab’s first contact arose under this Agreement, to terminate or breach a contractual or other relationship with Partner.

8. Code of Conduct

PARTNERS shall at all times maintain and enforce written company policies requiring high ethical conduct and strict adherence to lawful business practices, including a prohibition against bribery of government officials.

9. Labor Matters

PARTNERS agree to:

Employ only workers above the applicable minimum age requirement or the age of 16 whichever is higher.
No use of forced, prison or indentured labor, workers subject to any form of compulsion or coercion, or labor in violation of minimum wage, hour of service, or overtime laws in the country of manufacture, and prohibit physical, sexual or psychological harassment or coercion.
Allow workers to freely choose whether to organize or join associations for the purpose of collective bargaining as provided by local law.
Assure that workers are hired, paid and otherwise subject to terms and conditions of employment based on their ability to do the job, not on the basis of their personal characteristics such as race, national origin, sex, religion, ethnicity, disability, maternity, age, and other characteristics protected by local law; provided, however, that the foregoing does not bar compliance with affirmative preferences that may be required by local law.
Provide workers with a safe workplace that complies with applicable health and safety standards as well as appropriate living conditions.

10. Environmental Compliance

PARTNERS shall comply with all applicable environmental laws and regulations, including, but not limited to, maintaining and enforcing written and comprehensive environmental management programs that are subject to periodic audit by either party or its representatives; continuing compliance with all required environmental permits; and strictly not negligently permitting any discharge to the environment in violation of law, or that would otherwise have an adverse impact on the environment.

11. Non-Disclosure

PARTNERS agree to abide by a non-disclosure agreement, as signed and provided separately to this AGREEMENT.

12. Quality Standards

Partners understand that final quality checks are assessed at MacroFab. Jobs damaged or that fail quality checks at MacroFab due to poor packaging are the responsibility of the partner. All excess parts and fixtures (stencils, wave pallets, tooling, etc.) should be returned to MacroFab with the same shipment as the completed job. The job will not be received as complete at MacroFab until all of these elements have been received.

If the product delivered by a Partner does not pass our inspection process due to quality issues, the PO for that job will be placed on hold until there is a resolution, and the Partner will be placed into restricted status. If rework must be done by MacroFab to make the part acceptable for the customer, the price of those reworks may result in a chargeback. If the customer accepts the Job without the need for rework, the PO will be taken off hold and the Partner will be paid according to our payment terms. If the Jobs are rejected and a resolution cannot be found, the PO will be canceled and no payment will be made to the Partner.

13. Audit and Review

MACROFAB shall retain the right to perform audits from time to time, with thirty (30) days advance notice, of the PARTNER’s practices in quality assurance, inventory, and manufacturing as they relate to orders produced for MACROFAB’s customers. With at least forty eight (48) hours advance notice to PARTNER, MACROFAB may monitor or review the live production of a customer’s order submitted through MACROFAB at PARTNER’s facility.

14. Disputes and Choice of Law

The parties shall attempt to resolve any disputes between them arising out of this Agreement through good faith negotiations. This Agreement shall be construed in accordance with the substantive laws of the State of Delaware (excluding its conflicts of laws principles).