Customer Manufacturing Agreement

CUSTOMER MANUFACTURING AGREEMENT (Florida Governed) This Customer Manufacturing Agreement (“Agreement”) is entered into between: Cloud-SC (“Company”) and Customer (“Client”) Effective Date: _______________ 1. Purpose The Client is providing digital files, design specifications, or technical instructions (“Client IP”) to Cloud-SC for the purpose of manufacturing physical goods. Cloud-SC will provide fabrication, print services, or production services according to mutually agreed instructions. 2. Intellectual Property Ownership All Client IP remains solely owned by the Client. Except for the limited right to manufacture the requested items: - Cloud-SC receives no ownership, - no commercial rights, - no distribution rights, - no derivative rights. Cloud-SC shall not use the Client’s files for any other purpose unless explicitly authorized in writing. 3. Limited License Granted to Cloud-SC The Client grants Cloud-SC a temporary, revocable, non-exclusive license to: - Access, view, and process Client IP - Prepare files for printing - Manufacture the physical items requested This license ends immediately upon: - Completion of the order, or - Written request from the Client. 4. Confidentiality Cloud-SC will treat all Client IP as strictly confidential. Cloud-SC shall not: - Share files with third parties except contracted print partners under equal or stronger confidentiality restrictions - Display Client designs publicly without written permission - Use any portion of Client IP in marketing, samples, or social media without consent Confidentiality survives termination indefinitely. 5. Subcontractor Use Cloud-SC may use trusted subcontractor print farms only when required to meet deadlines or volume demands. Subcontractors must be bound by confidentiality and IP protection terms at least as strict as this Agreement. Cloud-SC remains fully responsible for subcontractor conduct. 6. Manufacturing Expectations & Limitations The Client understands and agrees that: - 3D printing and manufacturing inherently involve tolerances, minor surface artifacts, and allowable variances. - Cloud-SC will follow industry-standard tolerances unless otherwise agreed in writing. - Cloud-SC is not responsible for functional failures caused by design flaws present in the Client IP. - Cloud-SC may decline manufacturing if the design is unsafe, illegal, or unprintable. 7. File Storage & Deletion Cloud-SC will store Client files only for the duration required to complete the order unless otherwise agreed. Upon completion or written request, Cloud-SC will: - Delete all provided files - Delete intermediate processing files - Destroy failed prints if requested A written confirmation of file deletion can be provided upon request. 8. Payment Terms All pricing, timelines, and order details will be agreed to in writing (typically via quote, invoice, email, or message confirmation). Orders must be paid in full before manufacturing begins unless an alternate arrangement is approved. 9. Refund & Reprint Policy Cloud-SC will reprint items only if: - The delivered part materially differs from the approved specifications, or - A print defect was caused by Cloud-SC or its subcontractors. Refunds are not offered for: - Design flaws inherent in the Client IP - Changes of preference after production - Minor cosmetic imperfections within acceptable tolerances 10. Liability Limit To the fullest extent permitted under Florida law: - Cloud-SC’s total liability is limited to the amount paid for the specific order. - Cloud-SC is not liable for lost profits, consequential damages, or downstream commercial impacts. 11. Representations by Client The Client confirms that: - They own the necessary rights to the files they provide, - Their design does not infringe on any third-party intellectual property, - Cloud-SC is held harmless from any IP disputes arising from the Client IP. 12. Termination Either party may terminate this Agreement at any time with written notice. All confidentiality and IP protection obligations survive termination. 13. Governing Law This Agreement is governed by the laws of the State of Florida. Any disputes shall be resolved exclusively in the state or federal courts located in Collier County or Lee County, Florida. By signing below, both parties agree to the terms of this Agreement. Client: __________________________ Cloud-SC Representative: __________________________ Date: __________________________