Auto Tags Template

Auto Tags Template

This Auto Tags Template Agreement (the Agreement) is entered into as of Effective Date: by and between:

Client Name:

Provider Name:

WHEREAS

WHEREAS, Client requires design, manufacture, and supply of vehicle identification tags, decals, and related fasteners and documentation (collectively, the Auto Tags); and

WHEREAS, Provider represents that it has the capability, equipment, and quality controls necessary to produce Auto Tags that conform to the specifications and delivery schedule set forth in this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the design, manufacture, delivery and installation (as applicable) of Auto Tags on the terms and conditions contained herein.

SCOPE OF WORK

Provider shall perform the services and deliverables described below in accordance with the technical specifications, quantities, and schedule. Provider shall perform work in a professional manner consistent with industry standards and applicable regulations.

Estimated Quantity:    Unit Price:    Estimated Total:

Delivery Schedule / Milestones:

PAYMENT TERMS

Total Contract Amount:

Deposit Amount (due upon execution):

Late Payment Fee:    Interest Accrual Commencement:

All payments shall be made in United States dollars unless otherwise agreed in writing. Provider shall submit itemized invoices that state amounts due, applicable taxes, and reference milestone deliverables.

TERM AND TERMINATION

Term Commencement Date:    Term Expiration Date:

Either party may terminate this Agreement for convenience upon written notice to the other party not less than days prior to the intended termination date.

Upon termination, Provider shall cease work and deliver to Client all finished goods, work-in-progress, and documentation for which Client has paid. Client shall pay Provider for all undisputed work performed through the effective date of termination in accordance with this Agreement.

CONFIDENTIALITY

Each party acknowledges that, in the course of performance, it may receive Confidential Information of the other party. “Confidential Information” means non-public, proprietary information disclosed in tangible or intangible form that is designated as confidential or which a reasonable person would understand to be confidential.

The obligations set forth in this Section shall survive termination or expiration of this Agreement for a period of years, except with respect to trade secrets, which shall be protected for so long as they maintain their status as trade secrets.

WARRANTY; DEFECTS; ACCEPTANCE

Provider warrants that Auto Tags will materially conform to the agreed specifications and will be free from material defects in materials and workmanship for a period of from delivery.

Acceptance Period (days):

INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party and its officers, directors, employees and agents from and against any third-party claims, liabilities, losses or expenses (including reasonable attorneys’ fees) arising out of the indemnifying party’s breach of this Agreement, negligence, willful misconduct, or infringement of a third party’s intellectual property rights in connection with the Auto Tags supplied 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 conflicts of law principles. The parties consent to the exclusive jurisdiction and venue of the courts located in that state for any dispute arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, including all exhibits, attachments and statements of work expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter contained herein and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

NOTICES

All notices required or permitted hereunder shall be in writing and delivered to the addresses set forth above or to such other address as either party may designate by notice. Notices shall be deemed given upon receipt.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all assets.

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