Terms & Conditions

Michigan Manufacturing Technology Center
(hereafter referred to as “the Provider”)
Terms & Conditions (9/23/2024)

 

THESE TERMS AND CONDITIONS (THESE “TERMS”) SET FORTH THE TERMS AND CONDITIONS ON WHICH THE ORGANIZATION OR INDIVIDUAL LISTED IN THE ORDER (“CLIENT”) HAS AGREED TO PURCHASE AND RECEIVE THE SERVICES FROM PROVIDER DESCRIBED IN THESE TERMS AND IN THE PROPOSAL THAT REFERENCES THESE TERMS. THE PROPOSAL AND THESE TERMS WILL BE COLLECTIVELY REFERRED TO AS (THIS “AGREEMENT”).

Any preprinted or other terms and conditions provided by Client in connection with Client’s purchase shall be inapplicable, unless otherwise expressly agreed in writing by the Provider. Any changes in the project’s scope and/or deliverables initiated by the Client must be directed to their Business Solutions Manager. Minimum participants are required for onsite training. Client will be charged for the minimum number of participants of the course if the attendance is less than required. Where required, adjustments to the project fee will be handled accordingly. Any additional terms and conditions must be mutually acceptable.

*If a PO is required, a PO or PO# must be received before the training/consulting can be scheduled.

  1. Any training/consulting rescheduled, cancelled, or a no-show less than fifteen (15) calendar days prior to its start date, will be 100% invoiced directly to the Client, due NET 30 from the date of invoice. MMTC will work with the Client to reschedule the missed training within thirty (30) calendar days. Training must take place within one (1) year from reschedule, cancellation, or no-show date.  
  2. No charges will be incurred for cancelled or rescheduled training/consulting by written notification more than fifteen (15) calendar days prior to the start date of training/consulting.

In addition to the total cost, Client will be invoiced costs associated with travel to one or more facilities for projects located greater than 50 miles from MMTC. The Client will be charged a daily per diem in accordance with the US GSA (FY 2024 Per Diem Rates for ZIP Code 49119 | GSA) for each Michigan Manufacturing Technology Center employee providing services. In addition, mileage expense will be calculated for the round trip for those projects over 50 miles from MMTC’s location at 45501 Helm St, Plymouth, MI 48170 to the Client’s location, at the current IRS approved compensation per mile rate and is subject to change. 

The price quoted in this Agreement includes fees for service(s) and any applicable travel expenses. The Provider will invoice the Client for the amount completed during that month. Payment for invoices is due net 30 days from the date of the invoice.

The Provider’s responsibility shall be limited to applying commercially reasonable efforts in the performance of such work by competent staff within the limits of time and funds set forth above. Therefore, the parties agree that Client shall have sole responsibility for the consequences of any use or inability to use any information, apparatus, method, or process obtained from the Provider, and the Provider, its employees, agents, officers, and directors shall have no legal liability, therefore. If Client is not satisfied with the service received from the Provider and provides a written statement explaining why, the Provider may, in its sole discretion, waive its claim to any fee not yet paid by Client. This waiver or refund shall be the sole remedy.

This proposal remains open for thirty (30) days from the date on its cover. The provider will not guarantee the price stated in the proposal after such date and it will be subject to adjustment in the Provider’s sole discretion.

Payments made by credit card are subject to a transaction fee.

Neither party may assign this proposal or any of its rights or obligations without the prior written consent of the other party. The Provider reserves the right to assign and reassign staff and independent contractors to its execution of the proposed project.

By acceptance of this proposal, Client certifies that it will comply with Section 503 of the Rehabilitation Act of 1973, as amended, the Vietnam Era Veterans’ Readjustment Assistance Act of 1974 and of the Federal Executive Order No. 11246 as amended, including by Executive Order 11375, and as supplemented by regulation at 41 CFR part 60, and of the rules, regulations, and relevant orders of the Secretary of Labor.

The Michigan Manufacturing Technology Center is committed to equal opportunity. The Michigan Manufacturing Technology Center and individuals involved in developing, administering, and delivering learning events do not discriminate in offering access to its programs and activities based on race, color, gender, age, national origin, religion, creed, disability, veteran’s status, socioeconomic or ethnic background, marital status, sexual orientation, gender identity or gender expression, or any other characteristic protected by law.

Client acknowledges that all or part of the services provided by the Provider, as described herein, incorporate pre-existing and independently developed materials and information generally used or useable by the Provider in connection with the providing of products and services by the Provider to other customers, including, without limitation, any systems, all data logic, proprietary methodologies, raw data and trade secrets contained therein (together referred to as “Preexisting Work”). The Provider retains all ownership rights in all items of Preexisting Work and all customizations, enhancements and configurations to the Preexisting Work made in connection with this Agreement, including, without limitation, ownership of all copyrights, patents, and all other intellectual proprietary rights therein. The Provider shall be the owner and copyright holder of all work products and methodologies that result from services performed by the Provider for the Client (“Work Product”). The Provider grants the Client a non-exclusive license to use all Work Product delivered to the Client for its internal use, but such license is provided without any warranty, guarantee or support and does not confer onto the Client the ability to prevent the Provider from using the same or similar Work Product in other engagements.

Acceptance of this proposal does not preclude the Provider’s undertaking work of this general nature for others, nor does it preclude the Provider presentation or publication of scholarly or technical works in this area, so long as no proprietary information specific to this project is divulged.

The Provider must also grant certain rights to the sponsors of the Provider concerning any Work Product. Furthermore, Client agrees that it obtains no proprietary rights to any Work Product, including any invention or discovery made or conceived under this proposal, except as specifically granted by the Provider.

The free dissemination of information is an essential policy of the Provider, and the parties agree that the Provider ‘s client list is not considered to be confidential, and that Client agrees to allow the Provider permission to reference Client’s logo and name as a client of the Provider on its website and/or on printed, online, or presentation materials. The Provider understands such permission does not grant the Provider any rights to Client’s logo, but rather the ability to use it when referencing its clients.

However, both parties recognize that each must hold in confidence any proprietary or restricted data received from the other party.

The term “Confidential Information” for the purposes of this Agreement shall mean all confidential and proprietary information and trade secrets (whether or not in writing and whether or not patentable or copyrightable), owned or possessed by either party (the “Disclosing Party”) and disclosed by such party to the other party (the “Receiving Party”) prior to the expiration or termination of Agreement, including without limitation any data processes, computer or software products or programs, data, know-how, marketing or business plans, analytical methods and procedures, hardware design, technology, financial information, manufacturing information and procedures; provided, that Confidential Information shall not include information supplied to the Receiving Party that (i) is or becomes available to the public other than as a result of disclosure by the Receiving Party or its employees in violation of this Agreement; (ii) was known to the Receiving Party prior to disclosure pursuant to this Agreement and the SOW, as shown by written record, and was not otherwise restricted by contract or law; (iii) becomes available to the Receiving Party, as supported by documentary evidence, on a non-confidential basis from a third party not restricted by contract or law regarding such information; (iv) is disclosed with the prior written consent of the Disclosing Party. The Disclosing Party has the right to inspect the Receiving Party’s records to determine the source of any Confidential Information claimed to be within any of the above exceptions. If the Receiving Party is directed to disclose Confidential Information pursuant to a judicial order or decree, it shall first use reasonable efforts to provide the Disclosing Party with advance notice to permit the Disclosing Party to seek a protective order and otherwise restrict the disclosure of Confidential Information.

The Receiving Party shall use the Disclosing Party’s Confidential Information solely for the purposes contemplated in the proposal and shall use the same degree of care in safeguarding the Disclosing Party’s Confidential Information as it uses for its own confidential or like information. The Receiving Party shall not disclose the Confidential Information of the Disclosing Party to any other party or use the Disclosing Party’s Confidential Information other than as required hereunder; provided, however, that such Confidential Information may be disclosed to or used by employees, consultants or agents of the Receiving Party who need to know or use the same for the purposes contemplated by the proposal and who are subject to a contractual obligation not to disclose any of the Confidential Information obtained in the course of its relationship with the Receiving Party.

Except as otherwise provided herein, upon the written request of the Disclosing Party during the term of this Agreement or any time thereafter, the Receiving Party shall return to the Disclosing Party all electronic media and all written material in any form whatsoever which contains the Disclosing Party’s Confidential Information, including all internal notes, memoranda, and all copies, extracts or other reproductions thereof.

The Receiving Party shall promptly notify the Disclosing Party of any breach of these confidentiality provisions committed by any person to whom the Receiving Party has disclosed Confidential Information, shall cooperate with the Disclosing Party in its efforts to remedy the breach, and shall indemnify the Disclosing Party without limitation against all costs, expenses, and damages (including, without limitation, reasonable attorneys’ fees) attributable to any such breach.

The parties agree that remedies at law may be inadequate to protect against a breach of the provisions of this section and both parties hereby agree to the grant of injunctive relief or a restraining order in favor of the other party without proof of actual damages for any breach of this section. The provisions of this section shall survive for five (5) years, regardless of the termination or expiration of this project.

THE SERVICES AND WORK PRODUCT ARE PROVIDED "AS IS" AND THE PROVIDER EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE SERVICES, WORK PRODUCT AND MATERIALS PROVIDED TO CLIENT UNDER THIS AGREEMENT, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, THE PROVIDER PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, THAT THE SERVICES AND/OR WORK PRODUCT WILL MEET CLIENT'S REQUIREMENTS, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR FREE.

While the Provider may recommend third-party tools, services, and vendors that are deemed efficient and beneficial to Client’s needs, the Provider has no authority over and does not provide any warranties or accept responsibility or liability for any errors, deficiencies, or malfunctions of such third-party tools, services, or vendors. Any such third-party tools and the use of any such third-party tools will be subject to and governed by the standard terms and conditions of each such third party.

The Client agrees that, at its expense, it shall defend the Provider against any suit or proceeding brought against the Provider insofar as such suit or proceeding is based on a claim that loss or injury was caused by the use, application, or interpretation of any reports, third party data, orders or other information generated by or resulting from the Services, or their use by the
Client, its employees or agents. The Client also agrees to indemnify and save the Provider harmless from any loss, liability or damage sustained by the Provider as a result of and to the extent based on any such claim, including, but not limited to, the Provider's cost of litigation and reasonable attorneys' fees, and shall reimburse the Provider for the time of the Provider's employees to the extent they are requested or required to participate in matters related to such claim, suit or proceeding, whether by subpoena or by voluntary appearance. Such defense and/or indemnification shall not extend to damages or causes of action arising from the gross negligent acts or willful misconduct of the Provider, its employees or agents.

IN NO EVENT THE PROVIDER, ITS DIRECTORS, OFFICERS OR EMPLOYEES BE LIABLE TO CLIENT OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR SPECIAL DAMAGES WHATSOEVER, WITHOUT REGARD TO CAUSE OR THEORY OF LIABILITY (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS OR REVENUE, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION OR OTHER PECUNIARY LOSS) ARISING OUT OF THIS AGREEMENT OR THE SERVICES, EVEN IF CLIENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE PROVIDER'S LIABILITY RELATED TO THE SERVICES EXCEED THE APPLICABLE FEES ACTUALLY PAID BY CLIENT THEREFOR. THE FOREGOING LIMITATION SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OR ANY LIMITED REMEDY.

THE PROVIDER DOES NOT ASSURE THE ACCURACY, LEGALITY, CORRECTNESS OR COMPLETENESS OF ANY THIRD-PARTY DATA OR LISTS PROVIDED TO CLIENT IN CONNECTION WITH THE SERVICES AND THE PROVIDER SHALL NOT BE LIABLE FOR ANY LOSS OR INJURY CAUSED IN WHOLE OR IN PART BY SUCH DATA OR LISTS.

CLIENT AGREES AND ACKNOWLEDGES THAT THE DISCLAIMER OF WARRANTY IN THIS AGREEMENT AND THE LIMITATION OF LIABILITY IN THIS SECTION ARE ESSENTIAL PARTS OF THESE TERMS, WITHOUT WHICH THE PROVIDER WOULD NOT ENTER INTO THIS AGREEMENT. CLIENT ACKNOWLEDGES THAT THE LIMITATION OF LIABILITY CONTAINED IN THIS SECTION SETS FORTH AN ALLOCATION OF RISK REFLECTED IN THE FEES AND PAYMENT DUE HEREUNDER.

Nothing contained in Agreement, nor in the relationship created thereby, shall be interpreted to evidence a joint venture, partnership or principal-agent relationship between the Provider and Client. Neither party shall have any right or authority to act on behalf of, or incur any obligation for, the other party. 

Anything herein to the contract notwithstanding, the Provider shall not be liable for failure to fulfill or for delay in fulfillment of its obligations hereunder due to fires, floods, accidents, acts of government, acts of God, terrorist attacks, strikes, lockouts, riots pandemics, epidemics, power failures, communication line failures, or any other cause beyond the reasonable control of the Provider; provided, however, the Provider will use its best efforts as soon as such cause is removed or cured to fulfill its obligations.

THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS, OTHER THAN THE CHOICE OF LAW RULES, OF THE STATE OF MICHIGAN.

No modification to this agreement shall be valid unless written and signed by authorized representatives of the Provider and Client. This proposal contains the entire understanding between the parties and there are no understandings or representations not set forth or incorporated by reference in this proposal.

No waiver of any breach of any provision of this Agreement by either party or the failure of either party to insist on the exact performance of any provision of this Agreement shall constitute a waiver of any prior, concurrent or subsequent breach of performance of the same or any other provisions hereof, and no waiver shall be effective unless made in writing. If any of the provisions of this Agreement shall be deemed to be or become invalid or contrary to public policy or unenforceable under applicable law, the provision shall be deemed removed and neither party shall be bound by the provision. Such removal, however, shall not invalidate or render unenforceable the remaining provisions of this Agreement. Instead, the entire Agreement shall be construed as though it never contained the particular invalid or unenforceable provision or provisions, and the rights and obligations of the parties shall be construed and enforced accordingly.

This Agreement may be terminated by either party, effective fifteen (15) calendar days following written notice to the other party. In addition, the Provider may terminate this Agreement if (1) if any of the Provider ‘s contracts with its principal the Provider sponsors are terminated or (2) if any conflict between this project and those contracts were to arise. In the case of such conflict, the Provider may choose to modify the project to make it consistent with those contracts rather than terminate it. If an engagement is terminated, Client will remain obligated to pay the Provider for any fees and other charges incurred before the termination date, including interest when applicable.

All provisions of this Agreement relating to representations, warranties, confidentiality, privacy, security, ownership, indemnification, limitations of liability and any other subject that would, by its nature, be deemed to survive termination of this Agreement (whether or not so expressly stated), will survive the termination or non-renewal of this Agreement.

Client agrees that without expressed written consent, at all times while Client is engaged for services of the Provider and for twelve (12) months after contract period terminates, will not, directly or indirectly, whether individually or as an officer, director, employee, consultant, partner, stockholder, individual proprietor, joint ventures, investor, lender, consultant or any other capacity whatsoever: solicit, divert hire, retain (including as a consultant) or encourage any employee to leave the employment of the Provider, or hire or retain (including as a consultant) any former employee of the Provider who has left the employment within twelve (12) months of prior contract engagement. 

All notices, requests, demands and other communications that are required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given (i) upon receipt if delivered in person, or (ii) within three business days if mailed, first class certified, registered or express mail, return receipt requested and postage prepaid, or (iii) the following business day if sent by recognized courier, with proof of delivery requested and charges prepaid to the addresses set forth in the Proposal, or to such other address as a party may specify by written notice to the other party.

PROGRAM EVALUATIONS

The Provider is a not-for-profit organization that receives support from the Federal and State government. The Provider’s sponsors, the National Institute for Standards and Technology (NIST) and the Michigan Economic Development Corporation (MEDC), measure the Provider on how well it services the needs of Michigan manufacturers as well as the economic impact of the services it provides to its clients.

The metrics used by NIST and MEDC to measure the Provider’s performance include:

  • Increased Sales
  • Retained Sales
  • Increased Productivity
  • Net Job Creation/Retention
  • Cost Savings
  • New Investment

The Provider is asking you, as its client, to agree to participate in the Provider’s Program Evaluation efforts and, to the best of your ability, to provide complete and accurate responses to
all applicable sections and questions of the Post Project Debrief Interview and the NIST Impact Survey. The NIST Impact Survey is conducted by a third-party contractor to NIST and takes place approximately six-twelve months after the completion of your project with the Provider. You have the option of completing the survey on-line or by calling in. The NIST Impact Survey focuses on the financial and operating changes that may have taken place in your business after having done a project with the Provider. This survey typically takes 10 to 20 minutes to complete.

CONFIDENTIALITY OF CLIENT DATA

The Provider views all client information provided in the Post Project Debrief, the NIST Impact Survey and the benchmarking service as proprietary to the client. The Provider agrees to keep all data provided to it confidential.