How we contract, in plain English
One US contract with Aximora Labs Inc.. One Statement of Work per gate. You own what you pay for, and you can stop at any gate.
Summary only. The signed agreement governs. This page explains how our contracts work so you know what to expect. It is not legal advice, and it is not an offer. Please have your own counsel review the MSA and each SOW.
Who you contract with
Your contract is with Aximora Labs Inc.. Duobay is a service of Aximora Labs Inc., a US company. You pay a US entity, in USD. You never wire money to a supplier in China. Our Shenzhen engineering team and partner factories work under Aximora Labs Inc., which stays accountable to you for their work.
MSA plus one SOW per gate
We sign one Master Services Agreement (MSA). It holds the terms that do not change: IP, confidentiality, payment mechanics, warranty, liability and exit. Each gate then gets its own Statement of Work (SOW) with a fixed scope, a file-by-file deliverables list, a timeline, acceptance criteria and a fixed price. You sign the next SOW only when you decide to continue.
Governing law and disputes
The MSA is governed by US law: the law of [State — to confirm with counsel]. Disputes go to [Courts or arbitration, and venue — to confirm with counsel].
IP: assigned on payment of each gate
When you pay for a gate, the work product from that gate is assigned to you: designs, firmware, documents, test data, and tooling paid for in that gate. We hand over the native files at that gate. Third-party software and our pre-existing building blocks stay under their own licenses, and you receive the rights you need to build, modify and sell your product. How IP ownership works.
Payment: per gate, in advance
Gate 0 Feasibility is a fixed fee, paid before work starts. If you continue, that fee is credited against later work. Each later gate's engineering fee is paid in advance under its SOW. Materials and tooling (components, PCBs, molds, fixtures) are prepaid before we order them, because suppliers require it and many parts cannot be returned. Mass-production orders are paid per order under the production SOW: [Deposit and balance terms for production orders — to confirm].
Certification and lab fees: at cost
FCC, PTCRB, carrier, safety and battery testing fees are paid by you and passed through at cost, with the lab's invoice attached. We plan and manage the work from Gate 0. Grants are issued in your company's name. How we plan certification.
Exit and settlement at any gate
You can stop at the end of any gate. Nothing more is owed, and you keep every file and unit you paid for. If you stop during a gate, we stop work, hand over the files for the work done so far, and settle: you pay for work performed to the stop date and for materials already committed that cannot be cancelled or returned. [Treatment of the unused balance of a prepaid gate fee — to confirm]. Molds and fixtures you paid for are released to you or to a factory you name.
Confidentiality and mutual NDA
Confidentiality runs both ways. Before a scoping call we can sign a mutual NDA, and the MSA carries its own confidentiality terms for the project. Mutual NDA countersigned within 2 business days. How to get the mutual NDA.
Non-solicitation of our factory partners
We introduce you to the factories, toolmakers and suppliers we work with. For [Period — to confirm] after the project, you agree not to contract directly with those partners for your product without us. It does not stop you from moving production to any other factory with your files at any gate.
Warranty
[Warranty scope, period and remedies for engineering work and for production units — to confirm with counsel]. Prototype and EVT units are engineering samples and are provided for evaluation.
Liability and insurance
[Limitation of liability, product liability allocation and insurance — to confirm with counsel].
What each SOW covers, and what you keep if you stop
Durations are typical. The exact scope and price are in each SOW.
| Gate | Typical duration | Yours once paid | If you stop here |
|---|---|---|---|
| Gate 0 · Feasibility | 1–2 weeks | The architecture, BOM estimate and certification plan, yours to take anywhere. | Stop here and keep every document. Fee is credited if you continue. |
| Gate 1 · Works-like prototype | 3–6 weeks | Schematics, layout source and firmware source for the prototype. | Stop and keep the units and all source files. |
| Gate 2 · EVT · first custom PCB | 6–10 weeks | Every electrical, mechanical and firmware file for the EVT design. | Stop and take the full design package to any factory. |
| Gate 3 · DVT / PVT · small batch | 8–16 weeks | Molds and fixtures you paid for, labeled with your name. Certification grants in your name. | Move production to a factory of your choice with molds, fixtures and test procedures. |
| Gate 4 · Mass production | Ongoing | Everything above, plus lot-level quality records. | Transfer to another manufacturer with a documented handover. |
Questions about the contract
Can we see the full MSA before the scoping call?
Yes. Ask for it on the call or by email at [email protected]. We send the current MSA and an example SOW so your counsel can review early.
Can our lawyers change the terms?
Yes. Send redlines with your counsel's comments. The points central to how we work are payment in advance per gate, prepaid materials and tooling, and the factory non-solicitation term. IP assignment on payment is already in your favor.
What happens if a SOW runs late?
Each SOW has a timeline and acceptance criteria. If we miss them for reasons on our side, we tell you early and agree a recovery plan in writing. You keep the right to stop at the end of the gate.
Do you charge for scoping?
No. The first calls are free. Gate 0 Feasibility is the first paid step, at a fixed fee, credited against later work if you continue.
Who pays if a certification test fails?
Lab fees are passed through at cost. Who pays for design fixes and retests after a failure is set out in the SOW: [Retest and redesign cost allocation — to confirm].
Get the MSA and an example SOW
Book a scoping call and we will send the documents for your counsel to review. A Duobay engineer replies within 2 business days.