Business Card Document

BUSINESS CARD DESIGN AND PRODUCTION AGREEMENT

This Business Card Design and Production Agreement (the "Agreement") is entered into as of the Effective Date: by and between the parties identified below.

WHEREAS

WHEREAS, Client wishes to engage Provider to design and produce business cards for Client in accordance with the specifications and schedule set forth herein; and

WHEREAS, Provider represents that it has the expertise, personnel and facilities to perform design, pre-press and print services for business cards and is willing to perform such services under the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement, the parties agree as follows.

SCOPE OF WORK

Provider shall perform design, prepress and production services for business cards (the "Services") in accordance with the specifications below and any supplemental instructions mutually agreed in writing. Provider shall deliver final digital proofs for Client approval prior to printing.

PAYMENT TERMS

Client shall pay Provider the fees set forth below. All payments shall be made in U.S. dollars unless otherwise agreed in writing. Client is responsible for any sales, use or production taxes unless Client provides a valid exemption certificate.

Late payments shall bear interest at from the due date until paid. Provider may suspend production for any undisputed overdue amount if Client fails to pay within days after written notice.

TERM AND TERMINATION

The Agreement commences on the Commencement Date: and shall continue until completion of the Services or until the End Date: , unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within days after receipt of written notice. Upon termination, Client shall pay Provider for all Services performed and costs incurred up to the effective date of termination.

CONFIDENTIALITY

Each party acknowledges that in connection with the Services it may receive Confidential Information of the other party. "Confidential Information" means non-public business or technical information disclosed in tangible or intangible form. Each party shall (a) hold such Confidential Information in confidence with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (b) use Confidential Information only to perform its obligations under this Agreement; and (c) not disclose Confidential Information to third parties except to employees, agents or subcontractors who have a need to know and who are bound by confidentiality obligations no less protective than those herein. Confidential Information does not include information that is or becomes generally available to the public through no breach of this Agreement, or that was rightfully in the receiving party's possession prior to disclosure by the disclosing party.

INTELLECTUAL PROPERTY; LICENSES

Client represents and warrants that Client owns or is authorized to use all logos, trademarks, photographs and other materials provided to Provider for inclusion in the business card artwork. Provider warrants that designs delivered are original or properly licensed. Title to final, printed physical goods transfers to Client upon full payment. Unless otherwise agreed in writing, Provider retains ownership of underlying design files, preliminary artwork and proprietary templates; Provider grants Client a non-exclusive, perpetual license to use final artwork and printed materials for Client's business purposes upon full payment. Provider may retain and use copies of final work in Provider's portfolio and promotional materials, provided no Confidential Information of Client is disclosed.

WARRANTIES; INDEMNIFICATION; LIMITATION OF LIABILITY

Provider warrants that the Services will be performed in a professional manner consistent with industry standards. EXCEPT FOR THE FOREGOING, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Client agrees to indemnify and hold Provider harmless from any claim arising from Client-provided materials or Client's use of the finished product. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE AMOUNTS ACTUALLY PAID TO PROVIDER 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 laws principles.

ENTIRE AGREEMENT

This Agreement, together with any exhibits or attachments signed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether oral or written. Any modification or waiver of any provision of this Agreement must be in writing signed by both parties.

MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Provider may assign to a successor in interest in connection with a sale of substantially all of Provider's assets or business.

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