Business Flag Template

BUSINESS FLAG TEMPLATE

Recitals

This Business Flag Agreement (the Agreement) is entered into by and between Client Name: with principal address at , and Provider Name: with principal address at .

WHEREAS, Client desires to engage Provider to design, fabricate, deliver, and, if selected, install a custom-branded flag and associated mounting hardware for Client's business location(s); and

WHEREAS, Provider represents that it has the experience, personnel, equipment and facilities necessary to perform the specified design, fabrication, finishing and installation services in accordance with the terms of this Agreement.

NOW, THEREFORE, in consideration of the mutual promises set forth below, the parties agree as follows.

Scope of Work

Payment Terms

Client shall pay Provider the Total Fee described below in consideration for the services and goods provided under this Agreement. All amounts are payable in United States Dollars unless otherwise agreed in writing.

Deposit due within days of effective date. Balance due within days after delivery or completion of installation, whichever occurs later.

Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law, plus reasonable collection costs and attorneys' fees incurred by Provider to collect overdue amounts.

Term and Termination

The term of this Agreement shall commence on the Start Date: and end on the End Date: , unless earlier terminated as provided below.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach. Client may terminate for convenience upon providing Provider with days' prior written notice; in such event Client shall pay Provider for all work performed and reasonable, documented costs incurred through the effective termination date.

Confidentiality

"Confidential Information" includes non-public business, technical, financial, design, artwork, and pricing information disclosed by either party in connection with this Agreement. Each party shall (a) maintain Confidential Information in strict confidence, (b) use Confidential Information solely to perform its obligations under this Agreement, and (c) not disclose Confidential Information to any third party except to employees, agents, or subcontractors who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein.

Confidentiality obligations do not apply to information that (i) is or becomes generally available to the public through no fault of the receiving party, (ii) was rightfully known to the receiving party prior to disclosure, (iii) is lawfully obtained from a third party without breach of obligation, or (iv) is independently developed without use of the disclosing party's Confidential Information. A receiving party may disclose Confidential Information to the extent required by applicable law or court order, provided it gives prompt notice to the disclosing party and uses reasonable efforts to obtain protective treatment.

Intellectual Property & Warranties

Client retains ownership of Client-provided logos, artwork and trademarks. Provider shall retain ownership of Provider's pre-existing design tools, processes and non-client specific artwork. Provider hereby assigns to Client all right, title and interest in final artwork created specifically for Client under this Agreement upon full payment of all amounts due. Provider warrants that the work delivered will conform to the agreed specifications and will be free from defects in materials and workmanship for a period of months from delivery. Except as expressly set forth herein, Provider disclaims all other warranties, express or implied.

Indemnification

Each party shall indemnify, defend and hold harmless the other party and its officers, directors and employees from and against any third-party claims arising out of the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement, provided the indemnitee gives prompt written notice of the claim and cooperates in the defense and settlement of the claim.

Governing Law

Entire Agreement

This Agreement, together with any exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, representations and communications, whether written or oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Notices

Notices under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate by written notice.

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. No waiver of any breach shall be deemed a waiver of any subsequent breach. The parties agree to attempt in good faith to resolve disputes amicably prior to initiating litigation.

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