Business Display Template

BUSINESS DISPLAY TEMPLATE

This Business Display Agreement ("Agreement") is entered into as of by and between Display Provider: with principal address and Client Name: .

WHEREAS

WHEREAS, Provider is engaged in the business of designing, producing and installing business displays, signage, and exhibition materials and represents that it has the skill, expertise and resources to perform the services described herein.

WHEREAS, Client desires to retain Provider to provide display design, production and installation services for Client's premises and promotional activities under the terms and conditions set forth in this Agreement.

WHEREAS, the parties intend by this Agreement to set forth the scope, compensation, schedule and other material terms governing the relationship between them.

SCOPE OF WORK

Provider shall supply materials, labor, permitting assistance, shipping and installation as described above. Specific deliverables include: design mockups, fabrication of display(s), delivery to installation site, installation, and a final walkthrough. Any changes to the scope, schedule or materials must be approved in writing and may be subject to additional charges.

PAYMENT TERMS

All amounts due to Provider shall be payable in U.S. dollars. Client shall pay undisputed amounts in accordance with the Payment Schedule. Late payments shall accrue interest as described above and Provider may suspend work if payment is overdue beyond the agreed cure period.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue in full force until 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. Provider may terminate immediately if Client fails to make undisputed payments when due. Upon termination, Client shall pay Provider for all services performed and costs incurred through the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other in connection with this Agreement, including business plans, proprietary designs, pricing, technical specifications and trade secrets, whether disclosed orally or in writing. The receiving party shall (a) hold Confidential Information in strict confidence, (b) not disclose it to any third party except as permitted herein, and (c) use it only to perform obligations under this Agreement. Confidential Information does not include information that is or becomes publicly available through no fault of the receiving party, independently developed by the receiving party without reference to the disclosing party's Confidential Information, or rightfully obtained from a third party without restriction.

The obligations under this section shall survive termination of this Agreement for a period of three (3) years, except for trade secrets which shall remain protected for as long as they qualify as trade secrets under applicable law.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Provider retains ownership of all pre-existing and newly created designs, drawings and materials produced by Provider in connection with the Services until payment in full is received, at which point ownership of physical deliverables transfers to Client. Provider grants Client a limited, non-exclusive, non-transferable license to use Provider's copyrighted design deliverables solely for the Client's internal promotional and display purposes described in this Agreement. Any use beyond the scope requires written permission and may be subject to additional fees.

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. Any dispute arising out of or relating to this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located within such state.

ENTIRE AGREEMENT

This Agreement, together with any exhibits or written change orders executed by the parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous understandings and agreements, whether written or oral. Amendments to this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

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

NOTICES

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