MASTER ENGINEERING SERVICES, CONFIDENTIALITY, INTELLECTUAL PROPERTY, AND RESTRICTED USE AGREEMENT
This Master Engineering Services, Confidentiality, Intellectual Property, and Restricted Use Agreement (“Agreement”) is entered into as of by and between:
Aroo Collective LLC, a Wyoming Limited Liability Agreement, with a principal business address at 141 New Shackle Island Road, Hendersonville, Tennessee 37075, United States, telephone +1-XXXXXXXX (“Company”),
and
, an individual residing at
, email (“Contractor”).
Company and Contractor are each a “Party” and together the “Parties.”
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PURPOSE
Company is developing proprietary pressure-vessel systems, chamber shells, closures, transparent pressure boundaries, door systems, rail systems, split-flange systems, structural supports, manufacturing processes, engineering standards, and related products.
Contractor has represented that Contractor possesses experience in mechanical engineering, CAD development, pressure-vessel design, finite element analysis, and work involving ASME Section VIII.
Company wishes to engage Contractor for engineering and design services through CadCrowd.com and, where separately authorized in writing, for related continuing services.
This Agreement supplements the applicable CadCrowd.com, here in referred to as CadCrowd, terms, job description, milestones, and payment arrangements.
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PROJECT IDENTIFICATION
The initial project shall be identified only by the following neutral engineering designation:
Project Code:
Contractor shall not place Company’s brand names, product names, retail names, website addresses, customer names, pricing, revenue information, or marketing materials in CAD files, reports, filenames, metadata, drawings, renderings, portfolios, or communications unless Company authorizes it in writing.
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SCOPE OF SERVICES
Contractor shall provide the services described in one or more written statements of work, CadCrowd job descriptions, milestone instructions, purchase orders, or written amendments approved by Company.
The initial scope includes only the structural pressure-vessel system and associated door system unless Company expands the scope in writing.
The initial services include, as directed by Company:
a. Creation of three-dimensional CAD models.
b. Creation of native CAD assemblies and individual part files.
c. Development of pressure-vessel shell geometry.
d. Development of door openings, door rings, window rings, split flanges, rear bulkheads, floors, bases, rails, counterweight systems, seals, supports, and related structural components.
e. Finite element analysis and design verification.
f. Weight reduction and structural optimization.
g. ASME Section VIII, Division 1 design calculations or analysis, where applicable to the assigned scope.
h. Stress, displacement, deformation, and factor-of-safety analysis.
i. Preparation of manufacturing drawings.
j. Preparation of flat patterns, DXF files, roll schedules, bend schedules, cut lists, weld maps, bills of materials, exploded views, assembly drawings, inspection criteria, and revision records.
k. Preparation of files suitable for laser cutting, waterjet cutting, CNC machining, forming, rolling, welding, assembly, inspection, and RFQ use.
l. Reasonable support during prototype fabrication and correction of drawing discrepancies.
m. Future derivative pressure-vessel designs assigned by Company.
The initial scope excludes electronics, software, seating, oxygen concentrators, compressors, upholstery, internal cabinetry, production wiring, and nonstructural accessories unless Company adds them in writing.
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STATEMENTS OF WORK
Each project or phase may be documented through a Statement of Work or CadCrowd milestone specifying:
a. Project code.
b. Scope.
c. Deliverables.
d. Schedule.
e. Compensation.
f. Acceptance criteria.
g. Technical requirements.
h. Applicable standards.
i. Required file formats.
j. Revision allowance.
A written statement, message, or attachment exchanged through CadCrowd and expressly accepted by both Parties constitutes an approved Statement of Work.
If a Statement of Work conflicts with this Agreement, this Agreement controls regarding confidentiality, intellectual property, restricted use, ownership, security, dispute resolution, and legal remedies unless the Statement of Work expressly identifies the provision being replaced.
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CAD AND ENGINEERING DELIVERABLES
Unless Company agrees otherwise in writing, Contractor shall deliver all applicable work in each of the following formats:
a. Native CAD part files.
b. Native CAD assembly files.
c. STEP files.
d. Parasolid files.
e. DWG files.
f. DXF files.
g. PDF drawings.
h. STL files where relevant.
i. Native finite element analysis files.
j. ANSYS project files, databases, meshes, material definitions, contacts, constraints, load cases, solver settings, result files, and reports.
k. Calculation spreadsheets.
l. Source data used to create graphs or engineering reports.
m. Bills of materials in editable spreadsheet format.
n. Drawing registers.
o. Revision histories.
p. Manufacturing notes.
q. Weld schedules.
r. Flat patterns.
s. CNC-ready profiles.
t. Any passwords, macros, scripts, templates, configurations, libraries, custom properties, or references required to open, edit, and reproduce the work.
Contractor shall not intentionally flatten, lock, password-protect, suppress, corrupt, degrade, or withhold native files.
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ENGINEERING STANDARDS AND ASSUMPTIONS
Contractor shall follow the technical requirements stated in the applicable Statement of Work.
Where specified, the design basis includes:
a. ASME Boiler and Pressure Vessel Code, Section VIII, Division 1.
b. Maximum normal operating pressure specified by Company.
c. Maximum test pressure specified by Company.
d. 304 stainless steel or another material approved by Company.
e. Applicable weld, forming, machining, inspection, pressure-testing, and manufacturing requirements.
Contractor shall clearly identify:
a. All dimensions supplied by Company.
b. All dimensions measured from an existing unit.
c. All dimensions inferred from photographs.
d. All dimensions calculated by Contractor.
e. All assumptions.
f. All unresolved engineering questions.
g. All items requiring physical verification.
h. All items requiring review by a licensed Professional Engineer, Authorized Inspector, certified pressure-vessel manufacturer, or other qualified professional.
Contractor shall not represent that a design is ASME certified, code stamped, approved by an Authorized Inspector, approved by a Professional Engineer, or approved for manufacturing unless such approval has occurred.
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PROFESSIONAL STATUS
Contractor has disclosed that Contractor does not hold a United States Professional Engineer license.
Contractor shall not sign, seal, stamp, or represent any report, drawing, calculation, or design as having been approved by a U.S. Professional Engineer.
Contractor shall provide engineering analysis and design services within Contractor’s demonstrated competence.
Company reserves the right to submit any work to an independent U.S. Professional Engineer, Authorized Inspector, ASME-certified fabricator, testing laboratory, or other reviewer.
Independent review does not reduce Contractor’s responsibility for accuracy, completeness, professional care, or compliance with this Agreement.
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STANDARD OF PERFORMANCE
Contractor shall:
a. Perform services professionally, carefully, accurately, and on time.
b. Apply the level of skill and care ordinarily exercised by qualified mechanical engineers and CAD professionals performing comparable work.
c. Follow written Company requirements.
d. Promptly disclose errors, omissions, conflicts, unsafe conditions, and unsupported assumptions.
e. Maintain consistent part numbering, drawing numbering, revision control, units, tolerances, and file organization.
f. Avoid unnecessary part complexity and nonrepeatable manufacturing methods.
g. Design for practical manufacturing, assembly, inspection, maintenance, and revision.
h. Avoid copying third-party protected designs unless Company has documented authorization.
i. Keep Company informed of material design changes.
j. Obtain written approval before materially changing geometry, appearance, load paths, pressure boundaries, openings, seals, closures, or manufacturing architecture.
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COMPENSATION AND CADCROWD
Compensation shall be handled through CadCrowd unless Company authorizes another method in writing.
The initial fee is stated in the applicable CadCrowd project or Statement of Work.
Contractor shall not request payment outside CadCrowd for work assigned through CadCrowd when doing so would violate the platform’s terms.
Payment does not constitute acceptance of defective, incomplete, or nonconforming work.
CadCrowd’s payment, escrow, refund, and platform procedures apply to transactions processed through CadCrowd.
This Agreement governs the direct obligations between Company and Contractor concerning confidentiality, intellectual property, restricted use, ownership, security, deliverables, and remedies.
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ACCEPTANCE AND CORRECTION
Company shall have business days after receiving a milestone deliverable to accept it, reject it, or identify deficiencies.
No response within the review period shall constitute provisional acceptance only and shall not waive latent defects, calculation errors, missing files, fabrication conflicts, code issues, or undisclosed assumptions.
Contractor shall correct, without additional charge:
a. Errors in Contractor’s work.
b. Missing agreed deliverables.
c. Inconsistent drawings.
d. Conflicting dimensions.
e. Broken file references.
f. Incorrect exports.
g. Manufacturing drawings that do not match the approved model.
h. FEA reports that do not correspond to the delivered geometry.
i. Other failures to meet the approved scope.
Additional design changes requested after acceptance may be separately compensated.
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DEFINITIONS
“Company Materials” means all information, files, photographs, videos, samples, dimensions, sketches, measurements, specifications, concepts, drawings, prototypes, products, software, firmware, data, documents, business information, and materials supplied or made accessible by Company.
“Confidential Information” means all nonpublic information disclosed by Company or generated in connection with the services, whether oral, visual, written, electronic, physical, or inferred.
“Work Product” means every result of the services, including concepts, inventions, improvements, calculations, analyses, CAD models, drawings, reports, designs, dimensions, specifications, FEA models, meshes, simulations, manufacturing methods, tooling concepts, fixtures, jigs, weld sequences, BOMs, files, documentation, discoveries, and derivative works.
“Background Technology” means intellectual property demonstrably created and owned by Contractor before the Effective Date and specifically identified in Exhibit B.
“Restricted Product” means any pressure vessel, mild hyperbaric chamber, hard-shell chamber, chamber door, chamber rail, pressure window, split-flange chamber, or substantially similar system based on or derived from Company Materials, Confidential Information, or Work Product.
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CONFIDENTIAL INFORMATION
Confidential Information includes:
a. Product designs.
b. CAD models and drawings.
c. FEA models and reports.
d. Dimensions and specifications.
e. Door and rail mechanisms.
f. Window and sealing systems.
g. Split-flange systems.
h. Pressure-vessel geometries.
i. Manufacturing methods.
j. Weld designs and sequences.
k. Materials and thicknesses.
l. Tooling, fixtures, and jigs.
m. Supplier and fabricator information.
n. Costs and pricing.
o. Product roadmaps.
p. Standards and inspection protocols.
q. Prototypes and photographs.
r. Test data.
s. Software and control information.
t. Customer, distributor, and business information.
u. Information concerning future products.
v. Information learned through inspection, measurement, reverse engineering, analysis, or access to Company products.
Confidential Information does not include information Contractor proves through contemporaneous written records:
a. Was lawfully known without confidentiality restrictions before disclosure.
b. Became public through no breach of this Agreement.
c. Was lawfully received from a third party without a duty of confidentiality.
d. Was independently developed without access to Company Materials or Confidential Information.
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CONFIDENTIALITY OBLIGATIONS
Contractor shall:
a. Use Confidential Information solely to perform services for Company.
b. Protect it using at least reasonable care and no less care than Contractor uses for Contractor’s most sensitive information.
c. Limit access to persons expressly approved in writing by Company.
d. Not disclose it to any manufacturer, engineer, colleague, subcontractor, client, employer, school, online community, social media platform, AI platform, model-training service, cloud-sharing site, or other person.
e. Not upload it to public or shared AI systems without written approval.
f. Not use it to train an artificial intelligence model.
g. Not place it in public repositories.
h. Not use it for teaching, demonstrations, articles, competitions, presentations, resumes, marketing, or portfolios.
i. Promptly report suspected loss, access, disclosure, copying, or misuse.
j. Cooperate with Company in mitigating any breach.
These obligations survive termination.
Trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law.
Other Confidential Information shall remain protected for ten years after the last disclosure, except information incorporated into Work Product or Restricted Products, which remains subject to the non-use and ownership provisions without a fixed expiration.
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REQUIRED DISCLOSURES
If Contractor is legally compelled to disclose Confidential Information, Contractor shall, to the extent legally permitted:
a. Give Company prompt written notice.
b. Disclose only the legally required portion.
c. Cooperate in seeking confidential treatment or a protective order.
d. Continue protecting all other information.
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DATA SECURITY
Contractor shall use reasonable administrative, physical, and technical security.
At minimum, Contractor shall:
a. Use password-protected devices.
b. Use current antivirus and security updates.
c. Use multifactor authentication where available.
d. Avoid public computers.
e. Avoid unencrypted removable storage.
f. Restrict access to authorized individuals.
g. Maintain encrypted backups.
h. Avoid sending files through unapproved public links.
i. Store project files only on systems under Contractor’s control or approved by Company.
j. Notify Company within twenty-four hours of a suspected security incident.
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NO SUBCONTRACTING
Contractor shall not delegate, subcontract, outsource, share, or permit another person to access the work without Company’s prior written approval.
Any approved subcontractor must sign written confidentiality, intellectual property assignment, non-use, and security obligations at least as protective as this Agreement.
Contractor remains responsible for each subcontractor.
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OWNERSHIP OF COMPANY MATERIALS
Company retains all right, title, and interest in Company Materials, existing products, existing designs, specifications, photographs, samples, trade secrets, brands, know-how, and business information.
No license is granted except the limited, revocable right to use Company Materials to perform the services.
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WORK MADE FOR HIRE
To the fullest extent permitted by law, Work Product specially commissioned by Company shall be considered work made for hire for Company.
The Parties recognize that some Work Product might not legally qualify as work made for hire.
Accordingly, ownership does not depend on work-for-hire status.
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PRESENT ASSIGNMENT OF INTELLECTUAL PROPERTY
Contractor hereby irrevocably assigns, transfers, and conveys to Company all worldwide right, title, and interest in and to all Work Product upon creation, including:
a. Copyrights.
b. Patent rights.
c. Design rights.
d. Industrial design rights.
e. Database rights.
f. Trade-secret rights.
g. Mask-work rights.
h. Moral rights to the extent assignable.
i. Rights to apply for registrations.
j. Rights in inventions and improvements.
k. Rights in derivative works.
l. Rights to manufacture, reproduce, modify, commercialize, license, sell, assign, disclose, publish, or withhold the Work Product.
m. Rights to claim priority.
n. Rights to sue and recover for infringement.
o. All renewals, extensions, and causes of action.
This assignment applies to Work Product created before, on, or after the Effective Date in connection with the project.
To the extent applicable law delays assignment until payment, Contractor grants Company an exclusive, worldwide, irrevocable, transferable, sublicensable, royalty-free license pending full payment, and full assignment occurs automatically upon payment.
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INVENTIONS AND IMPROVEMENTS
All inventions, discoveries, improvements, modifications, adaptations, optimizations, alternative embodiments, manufacturing improvements, weight reductions, door mechanisms, rail mechanisms, counterweight systems, flange systems, seal systems, ring systems, shell geometries, and related developments created:
a. During performance of the services.
b. Using Company Materials.
c. Using Confidential Information.
d. In response to Company requirements.
e. As an improvement to Work Product.
shall constitute Work Product owned exclusively by Company.
Contractor shall promptly disclose each such development to Company.
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MORAL RIGHTS
To the fullest extent permitted by law, Contractor irrevocably waives and agrees never to assert any moral rights, droit moral, rights of attribution, rights of integrity, rights of withdrawal, or similar rights in the Work Product.
Where waiver is not legally permitted, Contractor irrevocably consents to Company’s editing, modification, adaptation, combination, omission, publication, nonpublication, use without attribution, and commercial exploitation of the Work Product.
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FURTHER ASSURANCES
Contractor shall execute documents and take reasonable actions requested by Company to confirm, register, protect, enforce, or perfect Company’s ownership.
This includes signing:
a. Patent assignments.
b. Copyright assignments.
c. Industrial design assignments.
d. Inventor declarations.
e. Confirmatory assignments.
f. Applications and registrations.
g. Enforcement documents.
Company shall reimburse reasonable preapproved out-of-pocket expenses associated with assistance requested after termination.
If Contractor fails to execute a required document after reasonable notice, Contractor appoints Company and its authorized officers as Contractor’s attorney-in-fact solely to execute confirmatory documents necessary to record ownership already transferred under this Agreement. This appointment is coupled with an interest and is irrevocable to the extent permitted by law.
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BACKGROUND TECHNOLOGY
Contractor shall identify all Background Technology in Exhibit B before incorporating it into Work Product.
If Contractor incorporates approved Background Technology, Contractor grants Company a perpetual, worldwide, irrevocable, transferable, sublicensable, fully paid, royalty-free license to use, reproduce, modify, manufacture, sell, import, distribute, disclose, create derivative works from, and otherwise exploit it as part of or in connection with the Work Product.
Any material not identified in Exhibit B shall be presumed to be Work Product or Company-owned material.
Contractor shall not include third-party code, CAD libraries, patented features, copyrighted components, stock models, restricted templates, or licensed content without written disclosure and approval.
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NON-USE AND RESTRICTED ACTIVITIES
Contractor shall not, directly or indirectly:
a. Use Company Materials, Confidential Information, or Work Product for any person other than Company.
b. Manufacture a Restricted Product.
c. Assist another person in designing, engineering, manufacturing, sourcing, selling, licensing, testing, or improving a Restricted Product.
d. Reuse Company-specific geometry, dimensions, architecture, mechanisms, drawings, FEA models, manufacturing methods, or engineering solutions for another client.
e. Create derivative designs based on Company Materials or Work Product.
f. sell or license Work Product.
g. Submit Work Product to a manufacturer, marketplace, model library, stock-design website, CAD repository, AI system, or design competition.
h. Reverse engineer Company products for another person.
i. Develop a competing pressure-vessel design using knowledge obtained through the engagement.
These restrictions do not prevent Contractor from using general engineering knowledge, publicly known principles, ASME knowledge, CAD skills, or general pressure-vessel experience that does not disclose, embody, derive from, or depend on Company Confidential Information or Work Product.
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LIMITED NON-COMPETITION
During the engagement and for twenty-four months after the later of final payment or termination, Contractor shall not knowingly accept an engagement whose primary purpose is to design or materially improve a hard-shell mild hyperbaric chamber substantially similar to a Restricted Product for a direct commercial competitor of Company.
This clause is intended to protect Company’s confidential engineering development and customer-specific product architecture.
It does not prohibit Contractor from performing unrelated pressure-vessel work, general mechanical engineering, ASME consulting, CAD work, or work in other industries.
If a court or arbitrator finds this restriction broader than legally enforceable, it shall be modified and enforced to the maximum lawful scope.
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NON-SOLICITATION AND NON-CIRCUMVENTION
During the engagement and for twenty-four months afterward, Contractor shall not knowingly:
a. Solicit for employment a Company employee or contractor introduced through the project.
b. Induce a Company employee, contractor, engineer, manufacturer, fabricator, supplier, distributor, or consultant to end or reduce its relationship with Company.
c. Bypass Company to contract directly with a manufacturer, supplier, customer, distributor, or business contact first introduced through Company.
d. Use Company contacts to commercialize a Restricted Product.
General advertising not directed at a specific protected person does not violate this section.
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NO PUBLICITY OR PORTFOLIO USE
Contractor shall not disclose Company’s identity, project identity, product identity, relationship, designs, renderings, drawings, models, screenshots, photographs, FEA results, or project description.
Contractor shall not use the work in:
a. A portfolio.
b. CadCrowd profile materials.
c. LinkedIn.
d. Social media.
e. A resume attachment.
f. A presentation.
g. A classroom.
h. A case study.
i. A competition.
j. A marketing proposal.
Written permission must identify the exact material and permitted use.
Silence is not permission.
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REPRESENTATIONS AND WARRANTIES
Contractor represents and warrants that:
a. Contractor has authority to enter this Agreement.
b. Contractor is not subject to conflicting obligations.
c. Contractor will personally perform the services unless subcontracting is approved.
d. Work Product will be original or properly authorized.
e. Work Product will not knowingly infringe third-party rights.
f. Contractor will disclose third-party materials.
g. Contractor will not introduce malware, hidden access, restrictive licensing, or corrupted files.
h. Deliverables will materially conform to the agreed requirements.
i. Calculations and analyses will correspond to the delivered geometry and stated load cases.
j. Contractor will accurately describe qualifications and experience.
k. Contractor will disclose limitations and assumptions.
l. Contractor will not falsely claim licensure, certification, code stamping, or regulatory approval.
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ENGINEERING REVIEW AND MANUFACTURING RESPONSIBILITY
Contractor’s work is subject to prototype testing, fabrication review, code review, and independent engineering review.
Company shall not manufacture a pressure vessel solely from preliminary, conceptual, unverified, or incomplete drawings.
Contractor shall clearly mark the release status of each deliverable, including:
a. Concept.
b. Preliminary.
c. For review.
d. For quotation.
e. Prototype release.
f. Production release.
g. Superseded.
No drawing shall be marked “Production Release” without written Company approval.
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INDEMNIFICATION
Contractor shall defend, indemnify, and hold harmless Company and its affiliates, officers, directors, employees, successors, and assigns against third-party claims, losses, damages, liabilities, judgments, and reasonable legal expenses arising from:
a. Contractor’s infringement of intellectual property rights.
b. Unauthorized use or disclosure of Confidential Information.
c. Contractor’s fraud, willful misconduct, or gross negligence.
d. Contractor’s material breach of Sections 12 through 28.
e. Contractor’s inclusion of undisclosed third-party materials.
Company shall promptly notify Contractor of an indemnified claim and allow reasonable participation in the defense.
Contractor shall not settle a claim imposing liability, admissions, restrictions, or obligations on Company without Company’s written consent.
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LIMITATION OF LIABILITY
Except for confidentiality breaches, intellectual property violations, restricted-use violations, fraud, willful misconduct, gross negligence, indemnification obligations, or unauthorized disclosure, neither Party shall be liable for indirect, incidental, special, exemplary, punitive, or consequential damages.
Nothing in this Agreement limits Company’s right to seek injunctive relief, recovery of unjust enrichment, disgorgement, or damages arising from unauthorized use of Company’s intellectual property.
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RECORDS
Contractor shall maintain organized project records during the engagement.
Upon request, Contractor shall provide:
a. Current native files.
b. Current exports.
c. Design logs.
d. Calculation records.
e. Assumption registers.
f. Revision histories.
g. Source references.
h. FEA setup and result files.
i. Third-party license information.
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RETURN AND DESTRUCTION
Upon Company’s request or termination, Contractor shall:
a. Return all Company Materials and Work Product.
b. Deliver all current native and exported files.
c. Delete Company Materials from personal devices, email, cloud storage, backups under Contractor’s control, and removable media.
d. Remove publicly accessible links.
e. Destroy physical copies.
f. Confirm completion in writing.
Contractor may retain one encrypted archival copy only if required by law, and that copy remains subject to this Agreement and shall not be accessed except for legal compliance.
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TERM AND TERMINATION
This Agreement begins on the Effective Date and continues until terminated.
Either Party may terminate a Statement of Work upon days’ written notice unless a different period is stated.
Company may terminate immediately for:
a. Confidentiality breach.
b. Unauthorized disclosure.
c. Unauthorized subcontracting.
d. Intellectual property misuse.
e. Material security failure.
f. Fraud or misrepresentation.
g. Repeated failure to meet requirements.
h. Refusal to deliver native files.
Upon termination, Contractor shall deliver all work completed through the termination date.
Termination does not affect rights in Work Product already created.
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INDEPENDENT CONTRACTOR
Contractor is an independent contractor and not an employee, agent, partner, joint venturer, franchisee, or representative of Company.
Contractor controls the manner and means of performing the services, subject to project requirements.
Contractor is responsible for taxes, insurance, equipment, permits, and legal obligations applicable to Contractor in Argentina.
Contractor has no authority to bind Company.
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NO FUTURE WORK GUARANTEE
Nothing obligates Company to offer future assignments, minimum hours, exclusivity, employment, ownership interest, title, or continuing compensation.
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NOTICES
Formal notices shall be sent by email and, where legally required, by internationally recognized courier.
Company notice:
141 New Shackle Island Road
Hendersonville, Tennessee 37075
United States
Email: sa@aroocollective.com
Attention: Scott Aadal
Telephone:
Contractor notice:
Marcos Ignacio
Argentina
Email:
Telephone:
A notice by email is effective when acknowledged or when no delivery failure is received and a copy is also sent through the CadCrowd message system.
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CADCROWD COMMUNICATION RECORD
The Parties shall retain project instructions, approvals, files, milestones, and material changes in the CadCrowd message system whenever reasonably practical.
This Agreement should be uploaded or transmitted through CadCrowd so the platform record shows Contractor’s receipt and acceptance.
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GOVERNING LAW
This Agreement is governed by the laws of the State of Tennessee, United States, without regard to conflict-of-law principles.
The United Nations Convention on Contracts for the International Sale of Goods does not apply.
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GOOD-FAITH RESOLUTION
Before filing arbitration, the Parties shall attempt in good faith to resolve a dispute through written notice and a management conference.
The receiving Party shall have ten business days to respond.
This requirement does not restrict urgent injunctive relief or CadCrowd payment-dispute procedures.
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INTERNATIONAL ARBITRATION
Except for matters eligible for urgent injunctive relief, disputes arising from this Agreement shall be finally resolved by binding arbitration.
The arbitration shall:
a. Be administered by the International Centre for Dispute Resolution under its International Arbitration Rules.
b. Be conducted by one arbitrator.
c. Use English.
d. Have its legal seat in Nashville, Tennessee, United States.
e. Permit remote hearings unless the arbitrator orders otherwise.
f. Permit reasonable document exchange proportionate to the dispute.
g. Permit the arbitrator to award damages, specific performance, injunctive relief, legal fees where authorized, and other lawful remedies.
h. Require a reasoned written award.
Judgment on the award may be entered in any court having jurisdiction.
The proceedings, filings, evidence, and award shall remain confidential except where disclosure is required for enforcement or law.
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INJUNCTIVE RELIEF
Unauthorized use or disclosure of Confidential Information or Work Product would cause harm that money alone might not adequately remedy.
Company may seek temporary, preliminary, or permanent injunctive relief in:
a. State courts located in Sumner County, Tennessee.
b. The United States District Court for the Middle District of Tennessee.
c. A court in Argentina or another jurisdiction where relief or enforcement is required.
Seeking interim relief does not waive arbitration.
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LEGAL FEES
The prevailing Party in a dispute involving confidentiality, intellectual property ownership, restricted use, non-solicitation, or unauthorized disclosure is entitled to recover reasonable legal fees and costs to the extent permitted by law or awarded by the arbitrator.
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EQUITABLE MODIFICATION
If a restriction is found unenforceable because of duration, geography, activity, or scope, the court or arbitrator shall modify it to the minimum extent required and enforce it as modified.
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ASSIGNMENT
Contractor shall not assign this Agreement or delegate obligations without Company’s written consent.
Company may assign this Agreement, Company Materials, Work Product, and related rights to an affiliate, successor, purchaser, financing party, intellectual-property holding company, or acquiring entity.
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SUCCESSORS
This Agreement binds and benefits the Parties and their permitted successors and assigns.
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ENTIRE AGREEMENT
This Agreement, approved Statements of Work, written CadCrowd project terms, and referenced exhibits constitute the entire agreement between Company and Contractor regarding the services.
They supersede prior oral and written discussions on the same subject.
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ORDER OF PRECEDENCE
For payment processing and platform administration, mandatory CadCrowd terms control.
Between Company and Contractor:
a. This Agreement controls confidentiality, intellectual property, non-use, security, portfolio rights, dispute resolution, and ownership.
b. A signed Statement of Work controls project-specific scope, schedule, and compensation.
c. CadCrowd messages document approved instructions and changes.
Where two provisions protect Company information or ownership to different degrees, the more protective provision applies to the fullest extent permitted by law.
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AMENDMENTS
An amendment must be in writing and accepted by both Parties.
Electronic signatures and written acceptance through approved electronic-signature software are valid.
Project instructions may be amended through CadCrowd messages, but no message waives confidentiality, IP ownership, or restricted-use provisions unless it expressly identifies the waived provision.
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WAIVER
Failure to enforce a provision is not a waiver.
A waiver must be written and applies only to the specific instance stated.
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SEVERABILITY
If any provision is invalid or unenforceable, the remaining provisions remain effective.
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HEADINGS
Headings are for convenience and do not limit interpretation.
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COUNTERPARTS AND ELECTRONIC SIGNATURES
This Agreements counterparts, are initialed below.
Electronic signatures, digital signatures, and electronically transmitted copies are treated as originals.
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LANGUAGE
This Agreement is executed in English.
A translation may be prepared for convenience, but the English version controls unless applicable law requires otherwise.
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SURVIVAL
The provisions concerning confidentiality, security incidents, ownership, IP assignment, moral rights, further assurances, background technology, restricted use, noncompetition, non-solicitation, portfolio restrictions, indemnification, records, destruction, governing law, arbitration, injunctive relief, and legal fees survive termination.
SIGNATURES
COMPANY
Aroo Collective LLC
By: ______________________________
Name: Scott Aadal
Title: _____________________________
Date: _____________________________
CONTRACTOR
Argentina National ID / Passport Number, optional:
Date is automatically added at time of signature, via electronic signing software with an audit trail.
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EXHIBIT A
INITIAL STATEMENT OF WORK
Project Code:
Project Description:
Engineering redesign and preparation of manufacturing documentation for a low-pressure stainless-steel pressure-vessel shell and pressure-retaining door system.
Design Basis:
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ASME Section VIII, Division 1 design basis.
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Maximum normal operating pressure:
14.7 psig unless revised in writing.
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Maximum one-time test pressure:
18.3 psig unless revised in writing.
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Material:
304 stainless steel unless revised through engineering analysis and written approval.
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Scope:
Structural shell, door opening, pressure-retaining door, window-ring system, split-flange system where applicable, structural floor, base, door rail, counterweight mechanism, weldments, and associated pressure-boundary structures.
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Excluded:
Electronics, control software, oxygen concentrators, compressor design, upholstery, seating, wiring, cabinetry, marketing materials, and unrelated accessories.
Required Deliverables:
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Native CAD assembly.
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Native individual part files.
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STEP assembly and part exports.
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Parasolid exports.
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DWG and DXF drawings.
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PDF manufacturing drawings.
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Flat patterns.
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Roll and bend schedules.
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Cut list.
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Weld map.
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Bill of materials.
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Exploded assembly.
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Assembly sequence.
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Manufacturing notes.
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Weight estimate.
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Center-of-gravity estimate.
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FEA model and report.
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Von Mises stress results.
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Maximum principal stress results where applicable.
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Displacement and deformation results.
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Factor-of-safety results.
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Load cases and boundary conditions.
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Material property assumptions.
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Mesh-convergence or mesh-sensitivity discussion.
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Identification of high-stress areas.
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Identification of local reinforcement requirements.
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Identification of unresolved items requiring PE, Authorized Inspector, fabricator, or physical validation.
Required Manufacturing Content:
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Dimensions for every fabricated component.
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Material grade and thickness.
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Formed radius.
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Bend angle.
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Bend radius.
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Developed blank dimensions.
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Hole sizes and locations.
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Fastener sizes.
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Thread specifications.
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Weld symbols.
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Weld type and extent.
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Tolerances.
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Surface finish where relevant.
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Drawing revision.
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Part number.
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Quantity.
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Assembly reference.
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Pressure-boundary designation.
Release Status:
Initial files shall be marked “For Review” or “For Quotation.”
No file shall be marked “Production Release” without Company’s written approval.
Schedule:
Start Date:
Initial Design Package Due:
Compensation:
As stated in CadCrowd Project and approved milestones.
Revision Terms:
Corrections to Contractor errors and missing agreed deliverables are included.
Material scope changes requested by Company after approval shall be quoted separately.
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EXHIBIT B
CONTRACTOR BACKGROUND TECHNOLOGY
Contractor shall list every pre-existing proprietary tool, template, model, library, script, calculation sheet, design element, or other intellectual property Contractor intends to incorporate.
If none, state:
“None.”
Description:
Owner:
Applicable License:
Authorized Use:
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EXHIBIT C
COMPANY MATERIALS PROVIDED
The following may be supplied during the engagement:
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Product photographs.
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Factory photographs.
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Existing-unit measurements.
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Videos.
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Existing specifications.
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Preliminary drawing packages.
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CAD references.
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Pressure and test requirements.
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Material requirements.
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Door and rail concepts.
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Window-ring concepts.
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Split-flange concepts.
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Manufacturing requirements.
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Supplier information.
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Confidential business and production information.
All such materials remain Company property.
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EXHIBIT D
CONFIDENTIALITY AND DESTRUCTION CERTIFICATE
Upon termination or request, Contractor shall sign:
“I certify that I have returned or permanently deleted all Company Materials, Confidential Information, Work Product copies, public links, local copies, cloud copies, removable-media copies, and accessible backups under my control, except one legally required encrypted archival copy identified below.
I have not retained, disclosed, commercialized, reused, manufactured from, licensed, published, uploaded, or provided any Company material or Work Product to another person.
