Apparel Hoodie Template

APPAREL HOODIE TEMPLATE

This Apparel Hoodie Template Agreement (the Agreement) is entered into as of Effective Date: by and between Client Name: and Manufacturer Name: .

WHEREAS

WHEREAS, Client desires to have a line of hooded sweatshirts (the Products) designed, sourced and manufactured in accordance with the specifications set forth in this Agreement; and

WHEREAS, Manufacturer represents that it has the facilities, capacity, expertise, and resources to manufacture, inspect and deliver the Products in accordance with the specifications, sample approvals, schedules and quality standards herein; and

WHEREAS, the parties desire to set forth the terms and conditions under which the Products will be produced and delivered.

SCOPE OF WORK

Manufacturer shall manufacture, inspect and deliver hooded sweatshirts in accordance with the specifications, samples and schedule set forth below. The work shall include sampling, pre-production approval, production, finishing, labeling, packaging and shipment.

HOODIE SPECIFICATIONS

PAYMENT TERMS

Client shall pay Manufacturer the amounts set forth below in consideration for the manufacture and delivery of the Products. All payments shall be in United States Dollars unless otherwise agreed in writing.

All payments not received within the agreed payment terms shall accrue interest at the rate set forth above and Manufacturer may suspend production or delay shipment until amounts due are paid in full. Taxes, duties and freight may be invoiced separately unless included above.

SAMPLES, APPROVAL & QUALITY

Manufacturer shall produce pre-production samples and provide them to Client for approval. Production shall not commence until Client provides written approval of samples. Any deviations from approved samples must be approved in writing by Client.

DELIVERY

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated as set forth below.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within days after receipt of written notice. Either party may terminate without cause upon days' prior written notice.

CONFIDENTIALITY

Each party acknowledges that it may receive confidential and proprietary information of the other party ("Confidential Information"). Confidential Information shall not include information that is publicly known or rightfully obtained without restriction. Each party agrees to: (a) hold Confidential Information in confidence; (b) not disclose Confidential Information to any third party except as necessary to perform this Agreement; and (c) use Confidential Information only for the purposes of performing obligations under this Agreement.

The confidentiality obligations set forth herein shall survive termination of this Agreement for a period of years.

INTELLECTUAL PROPERTY

Client represents and warrants that Client owns or has the right to use all artwork, trademarks and designs provided to Manufacturer. Client grants Manufacturer a limited, non-exclusive license to use Client-provided artwork solely to manufacture the Products. Manufacturer assigns to Client any custom tooling designs developed specifically for the Products, subject to full payment of amounts due to Manufacturer.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising out of the indemnifying party's breach of representations, negligence, or willful misconduct. EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES. TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE UNDER THIS AGREEMENT.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of law principles. The parties submit to the exclusive jurisdiction of the courts located in that State for disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, including all exhibits, specifications and approved samples, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. Any modification to this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

Notices required under this Agreement shall be in writing and delivered to the addresses set out below or to such other address as a party may designate in writing. If any provision of this Agreement is held invalid, the remaining provisions shall remain in full force and effect.

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