Business Format Press

BUSINESS FORMAT PRESS AGREEMENT

This Agreement is entered into as of (Effective Date), by and between:

Provider Name:

Provider Address:

Client Name:

Client Address:

RECITALS

WHEREAS, Provider is engaged in the business of producing, formatting, editing, and preparing printed and electronic materials for distribution under a business format press model and has expertise, equipment, and personnel to perform such services; and

WHEREAS, Client desires to retain Provider to perform certain services described herein, and Provider is willing to perform such services on the terms and subject to the conditions set forth in this Agreement;

WHEREAS, the parties intend that this Agreement set forth the full allocation of rights, duties, and obligations between them with respect to the services and deliverables described below.

SCOPE OF WORK

Deliverables will be accepted by Client upon completion of the acceptance tests and procedures set forth in the Scope of Work. Unless otherwise agreed in writing, minor changes requested by Client after acceptance may be invoiced at Provider’s then-current hourly rates.

PAYMENT TERMS

If any undisputed amount is not paid when due, Client shall pay interest on the overdue amount at a rate of or a flat fee of per late invoice, whichever is greater, but not exceeding the maximum rate permitted by applicable law.

TERM AND TERMINATION

Term: This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Agreement.

Termination for Convenience: Either party may terminate this Agreement for convenience upon days prior written notice to the other party. Termination shall not relieve Client of its obligation to pay for Services performed and expenses incurred through the effective date of termination.

Termination for Cause: Either party may terminate this Agreement immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within 15 days after receipt of written notice specifying the breach.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public business, technical, financial, or other information disclosed by one party to the other that is marked confidential or would reasonably be understood to be confidential.

Obligations: Receiving party shall (a) hold Confidential Information in strict confidence, (b) use Confidential Information only for the purposes of performing under this Agreement, and (c) restrict disclosure to employees, contractors, or agents who need to know and who are bound by confidentiality obligations at least as protective as those herein.

Exceptions: Confidential Information does not include information that (i) is or becomes generally known to the public other than by breach of this Agreement; (ii) was lawfully in the receiving party's possession prior to disclosure; (iii) is rightfully received from a third party without obligation of confidentiality; or (iv) is independently developed without use of Confidential Information.

Compelled Disclosure: If a receiving party is required by law to disclose Confidential Information, it shall provide prompt notice to the disclosing party to allow the disclosing party to seek protective relief and shall disclose only that portion legally required.

INTELLECTUAL PROPERTY & LICENSE

Ownership: Client retains ownership of Client Materials provided to Provider. Provider retains ownership of Provider's pre-existing materials, tools, methodologies, and templates. Unless otherwise agreed in writing, upon full payment Provider grants Client a non-exclusive, perpetual license to reproduce and distribute the final deliverables as specified in the Scope of Work.

Warranties: Each party represents that it has the full power and authority to enter into this Agreement and to grant the rights and licenses herein. Provider warrants that services will be performed in a professional and workmanlike manner in accordance with prevailing industry standards.

INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims, liabilities, losses, and expenses (including reasonable attorneys’ fees) arising out of a breach of its representations, warranties, or covenants in this Agreement or its negligent or willful misconduct.

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. The parties submit to the exclusive jurisdiction of the courts located in that State for any disputes arising out of this Agreement.

ENTIRE AGREEMENT

This Agreement, including any attached exhibits and written change orders signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral.

MISCELLANEOUS

Amendments: No amendment or modification of this Agreement shall be effective unless in writing and signed by duly authorized representatives of both parties.

Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

Notices: All notices required or permitted hereunder shall be in writing and shall be deemed to have been given when delivered personally or sent by certified mail, return receipt requested, or by nationally recognized overnight courier, to the addresses set forth above or to such other address as either party may designate by notice to the other.

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