Business Dye Document

BUSINESS DYE DOCUMENT

This Business Dye Document (the Agreement) is entered into effective as of by and between:

Recitals

WHEREAS, Provider possesses technical expertise and facilities to prepare, test, and apply dye formulations and related finishing services for textile, leather, or other substrates; and

WHEREAS, Client desires Provider to perform dye formulation, sample production, and application services described in this Agreement in exchange for the fees and on the terms set forth herein; and

WHEREAS, the parties wish to set forth their respective rights, obligations, confidentiality protections, and payment terms with respect to such dye services.

Scope of Work

Provider shall perform the following services (collectively, the Services):

Provider will supply dye formulations and standard consumables. Client will supply any proprietary substrates, base materials, or samples to be dyed unless indicated otherwise.

Provider supplies materials:    Client supplies materials:

Payment Terms

Total Fee: $

Invoices are due within days of invoice date. Late payments shall incur interest at or the maximum permitted by law, whichever is less.

Term and Termination

Term Start Date:    Term End Date:

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

Upon termination, Client shall pay Provider for all Services performed and materials delivered through the effective date of termination, and Provider shall deliver all completed or in-progress work as reasonably requested by Client upon payment.

Confidentiality

Each party acknowledges that in the course of performing this Agreement it may receive Confidential Information of the other party. “Confidential Information” means non‑public technical, business or financial information including dye formulations, process parameters, sample specifications, customer lists, and pricing. Each party agrees to:

(a) hold Confidential Information in strict confidence using at least the same degree of care used to protect its own confidential information but in no event less than reasonable care; (b) use Confidential Information solely to perform obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors, or consultants who have a need to know and who are bound to confidentiality obligations no less protective than those herein.

Intellectual Property and Ownership

Unless otherwise agreed in writing, Provider retains all rights to pre-existing formulations, process know-how, and trade secrets. Client shall own final dyeed product as delivered, subject to Provider's payment security interest until paid in full. Any new formulation developed specifically for Client shall be owned by subject to any license terms agreed in writing.

Limitation of Liability

EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT IN THE SIX (6) MONTHS PRECEDING THE CLAIM.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of without regard to its conflict of laws rules. The parties shall first attempt to resolve disputes through good faith negotiation. If unresolved, disputes shall be resolved in courts of competent jurisdiction located within the governing law state unless the parties agree in writing otherwise.

Entire Agreement

This Agreement, together with any exhibits or written amendments executed by both parties, constitutes the entire agreement between Provider and Client relating to the Services and supersedes all prior proposals, negotiations, representations, or agreements, whether written or oral, relating to the subject matter hereof.

Miscellaneous

Neither party may assign this Agreement without the prior written consent of the other, except to a successor in interest in connection with a sale of substantially all assets. Any invalid or unenforceable provision shall be severed and the remaining provisions enforced to the fullest extent permitted by law.

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