Business Card Batch Document

BUSINESS CARD BATCH DOCUMENT

This Business Card Batch Document (the Agreement) is entered into by the following parties as of the Effective Date:

Client Name:    Provider Name:

RECITALS

WHEREAS, Client requires production and delivery of a batch of printed business cards in accordance with the specifications, quantities, delivery schedule and other terms set forth in this Agreement; and

WHEREAS, Provider is engaged in the business of printing and finishing printed materials and represents that it has the equipment, personnel and expertise to produce the business cards to Client's specifications; and

WHEREAS, the parties desire to set forth their respective obligations with respect to the scope of work, pricing, schedule, proofs, intellectual property, confidentiality and other matters;

SCOPE OF WORK

Provider shall print, finish and deliver business cards in accordance with the specifications set forth below and in any approved proofs. Provider's obligations are limited to the services expressly described herein.

PAYMENT TERMS

Client shall pay Provider for the services described in this Agreement in accordance with the following pricing and schedule. All amounts are stated in U.S. dollars unless otherwise agreed in writing.

PRODUCTION SCHEDULE & DELIVERY

Provider shall notify Client when goods are ready for shipment. Provider is not responsible for delays caused by Client's failure to approve proofs or provide final artwork. Rush production requests are subject to additional fees and must be confirmed in writing.

  Check if rush production requested; if checked, specify additional delivery requirements below.

ARTWORK, INTELLECTUAL PROPERTY AND PROOFS

Client represents and warrants that Client owns or has obtained all rights to use any artwork, logos, photographs or other materials submitted to Provider and that such materials do not infringe the rights of third parties. Client shall indemnify Provider for any claim arising from Client-supplied materials.

Provider will supply a proof for Client approval when required. Production shall not commence until Client has provided written approval of the proof. Approval may be by electronic confirmation or other written instrument.

CANCELLATION, CHANGES AND REJECTIONS

Changes to specifications or cancellations requested after approval of a proof or after production has commenced may be subject to additional charges, including but not limited to setup fees, wasted materials and labor. Provider shall notify Client of such charges prior to implementing changes when practicable.

Claims for defects, shortages or errors must be made in writing within seven (7) business days of delivery. If Provider determines the claim is valid, Provider's sole obligation shall be to reprint or credit the disputed portion at Provider's expense. Provider is not liable for consequential or incidental damages.

CONFIDENTIALITY

Each party agrees that all non-public business, technical and financial information disclosed by the other party in connection with this Agreement, including artwork and pricing, shall be kept confidential and used solely for the performance of this Agreement. Confidential information shall not include information that is publicly available through no breach by the receiving party or which the receiving party can demonstrate was known prior to disclosure.

TERM AND TERMINATION

This Agreement commences on the Effective Date and will remain in effect until the services described herein are completed, unless earlier terminated in accordance with this section.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Client shall indemnify, defend and hold harmless Provider and its officers, directors and employees from and against any claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of Client's breach of its representations or warranties, infringement claims arising from Client-supplied materials, or Client's negligence. Except for indemnity obligations and willful misconduct, Provider's aggregate liability for any claim arising out of or relating to this Agreement shall not exceed the total amount actually paid to Provider for the services giving rise to the claim.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to conflict of law principles.

ENTIRE AGREEMENT

This Agreement, together with any approved proofs, specifications and written change orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, representations and agreements, whether written or oral. No amendment or modification shall be effective unless in writing and signed by both parties.

MISCELLANEOUS PROVISIONS

Notices required under this Agreement shall be delivered to the addresses provided by the parties below. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

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