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BAILMENT AGREEMENT THIS BAILMENT AGREEMENT (this \"Agreement\") is made effective as of 20 by and between Magnetek, Inc., a Delaware corporation (\"Magnetek\"), and , a corporation (\"Supplier\"). WHEREAS Magnetek and Supplier intend to enter or have entered into a supply relationship pursuant to which Supplier will manufacture and sell to Magnetek certain products as described in a supply agreement between Magnetek and Supplier andfor one or more purchase orders issued by Magnetek to Supplier, and WHEREAS Magnetek desires to provide or has already provided Supplier with the use of certain tooling, jigs, dies, patterns, gages, equipment and other items, or Magnetek intends to issue a purchase order to have Supplier fabricate and construct such items, in order to assist Supplier in manufacturing such products for Magnetek, while Magnetek will retain title to such items; NOW, THEREFORE, Magnetek and Supplier hereby agree as follows: 1. Tooling and Bailment. Supplier and Magnetek agree that, for purposes of this Agreement, tooling shall be dened as and consist of all articles of tooling, jigs, dies, patterns, gages, and other items which are described in Attachment A to this Agreement (the \"Tooling\"). Magnetek agrees that Supplier will have possession of the Tooling, as bailee, at Supplier's manufacturing facility located in (the \"Facility\"), for the sole purpose of manufacturing products to be sold to Magnetek. Supplier hereby accepts such bailment. 2. Title. Supplier agrees that all Tooling is owned by and is the exclusive property of Magnetek. Supplier further agrees that Magnetek is the sole owner of any Tooling, including the Tooling design and related technology, which is fabricated and constructed by Supplier under any tooling purchase orders issued by Magnetek to Supplier. As between Magnetek and Supplier, Magnetek shall retain title to the Tooling at all times during the term of this Agreement. This provision does not restrict Magnetek from selling or otherwise transferring or assigning its interest in the Tooling at any time to any party for any reason. 3. Location, Use and Maintenance of Tooling. a. Supplier shall not remove the Tooling from the Facility without Magnetek's prior written consent. Magnetek shall be entitled to access the Tooling at any reasonable time during regular business hours. Supplier at its own expense shall provide all necessary repairs and shall maintain the Tooling in as good a condition as that in which it was received, normal wear and tear excepted. Upon termination of this Agreement, Supplier shall return the Tooling to Magnetek in the same condition as it was delivered to Supplier, reasonable wear and tear excepted. b. The Tooling shall be used solely for the purpose of manufacturing products for sale to Magnetek, and the Tooling shall not be modied without the prior written consent of Magnetek. Supplier agrees to use, operate, repair and maintain the Tooling in compliance with all applicable laws, regulations, including without limitation all safety laws and regulations, all industry codes and standards, and all specications, operating and maintenance manuals. 4. Risk of Loss. Supplier shall assume all risk of damage or loss with respect to the Tooling while it is in Suppliers custody or control. Supplier shall maintain at its expense all risk of loss property insurance in an amount equal to the full replacement value of the Tooling, and such coverage shall list Magnetek as an additional named insured. Upon request, Supplier agrees to provide Magnetek with a certicate of insurance for such coverage. Supplier shall report all incidents of damage or loss with respect to the Tooling to Magnetek within 10 days aer such incident becomes known to Supplier. 5. Identication of Tooling. Supplier shall not (a) sell, sublease, mortgage, pledge, encumber, remove or otherwise dispose of the Tooling or (b) represent the Tooling to be property of Supplier in any way. Upon request, Supplier shall afx to the Tooling labels or any other indication of ownership provided by Magnetek, 6. Taxes. Magnetek shall be responsible for and shall reimburse Supplier for any personal property taxes attributable to ownership of the Tooling while it is in Supplier's possession. If Supplier receives any invoices for such personal property taxes, Supplier shall promptly send such invoices to Magnetek. Magnetek shall not be responsible for any other taxes, charges or assessments which may be payable or owed by Supplier in connection with its use of the Tooling, including without limitation any use, lease or similar taxes. 7. No Liens. Subject to Section 6 above, Supplier shall promptly pay when due any assessment, charge, fee, levy, liability or other obligation arising out of Supplier's possession or use of the Tooling, as well as any charge which, if unpaid, would become a lien or charge upon the Tooling. Supplier shall not permit any mechanics lien or other lien to be imposed against the Tooling. 8. Warranties; Limitation of Liability. The Tooling is provided to or in the possession of Supplier on an \"As Is" basis, without any warranties whatsoever. MAGNETEK DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE TOOLING, EHRESS OR MLIED, WCLUDDIG BUT NOT LIMITED TO WARRANTIES OF MERCHANTABHJTY AND FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTY OF NON INFRDJGEMENT. In no event shall Magnetek be liable to Supplier for any indirect, special, incidental or consequential damages. 9. Indemnity. Except as otherwise provided in this Agreement, Supplier shall indemnify and hold Magnetek harmless from and against any loss, liability, cost or expense arising out of the possession and use by Supplier of the Tooling, including but not limited to claims for personal injury, death or worker's compensation. 10. Term of Agreement. a. This Agreement shall take effect when it is signed by Magnetek and Supplier, and shall terminate at such time as Supplier has completed the manufacture of all products which are made for Magnetek with the Tooling, except that (a) on 30 days notice Magnetek may terminate this Agreement if Supplier defaults in performing any material provision of this Agreement and fails to promptly cure such default aer receiving written notice of the default from Magnetek, and (b) on 10 days prior written notice for its convenience Magnetek may terminate this Agreement or remove any item of Tooling from Attachment A. b. Upon termination of this Agreement for any reason or removal of any item of Tooling from Attachment A, Supplier agrees to promptly make the Tooling or item of Tooling available and give possession and allow removal of such Tooling by Magnetek. Supplier agrees to pay all costs and expenses incurred by Magnetek, including reasonable attomey's fees, resulting from any failure to return the Tooling to Magnetek. 11. UCC lings. Supplier understands that Magnetek may le a UCC-l nancing statement indicating that the Tooling is bailed to Supplier by Magnetek and that Supplier has no interest in the Tooling other than as a bailee. 12. Miscellaneous. a. This Agreement contains the entire understanding of the parties, and supersedes all prior agreements and understandings, with respect to its subject matter. This Agreement may not be modied except in a writing signed by duly authorized representatives of both parties. This Agreement shall be governed by the laws of the State of Wisconsin. b, If Supplier does not return any Tooling to Magnetek upon Magnetek's request or termination of this Agreement, Supplier agrees to pay any court costs and reasonable attorney's fees incurred by Magnetek to recover possession of the Tooling. ATTACHMENT A DJ WITNESS WHEREOF, the parties hereto have executed this Agreement by their duly authorized representatives as of the date set forth above. List of Bailed Tooling MAGNETEK, INC. By Name: Title: [NAME OF SUPPLIER] BY Name: Title: \f)Delhi mnummmmwm Business Law I] BHSi-ZIS Innovation Sprint No 3, Manufacturing Disagreement Names: You are in-house counsel for \"Lava Supply\