Business Forms Distribution

BUSINESS FORMS DISTRIBUTION AGREEMENT

Parties and Effective Date

Distributor Name:

Recipient Name:

Effective Date:

Recitals

WHEREAS, Distributor develops, prints and maintains certain business forms, manuals, templates and related materials designed for commercial use and sale (collectively, the "Forms"); and

WHEREAS, Recipient desires to receive and distribute the Forms to its customers and end users under the terms of this Agreement, and Distributor is willing to grant distribution rights in accordance with the terms set forth below;

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties agree as follows.

Scope of Work

The Services shall include preparation, delivery, and authorized distribution of Forms specified in the Scope of Work. Recipient shall distribute the Forms only in the formats and quantities approved in writing by Distributor and shall not alter the substantive content of any Form without Distributor's prior written consent.

Distribution Rights

Distribution Rights: Exclusive Non-exclusive

Territory:

Payment Terms

Fees: Recipient shall pay Distributor the fees for Forms and distribution services as follows.

Payment is due within days of invoice. Late payments will incur interest at % per month or the maximum rate permitted by law, whichever is lower.

Delivery and Inspection

Delivery Format: Printed Electronic

Recipient shall inspect delivered Forms within ten (10) business days and shall notify Distributor in writing of any nonconformity. Failure to provide timely written notice shall constitute acceptance.

Intellectual Property and License

Distributor retains all right, title and interest in and to the Forms, including all copyrights, trademarks, and trade dress. Distributor grants Recipient a limited, non-transferable right to distribute the Forms as expressly set forth in this Agreement. Recipient shall not challenge Distributor's ownership or claim any rights in the Forms.

Confidentiality

Each party shall hold in confidence and not disclose or use any non-public information disclosed by the other party that is designated confidential or that, by its nature, should reasonably be considered confidential ("Confidential Information"). The confidentiality obligations shall survive termination for years, except with respect to trade secrets, which shall remain protected for as long as permitted by law. Permitted disclosures include disclosures required by law, provided the disclosing party gives prior notice where lawful and reasonable.

Term and Termination

Term Commencement:

Term Expiration:

Either party may terminate this Agreement for cause if the other party materially breaches any obligation and fails to cure the breach within days after written notice. Upon termination, Recipient shall cease distribution, return or destroy Confidential Information and unsold inventory as instructed by Distributor, and pay all outstanding fees due through the effective date of termination.

Representations; Warranties; Limitation of Liability

Each party represents that it has the authority to enter into this Agreement. Distributor warrants that, to its knowledge, the Forms do not infringe third party intellectual property rights. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, DISTRIBUTOR DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT, OR PUNITIVE DAMAGES, AND THE AGGREGATE LIABILITY SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY RECIPIENT UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.

Indemnification

Recipient shall indemnify and hold Distributor harmless from and against any third-party claims, losses, damages, liabilities and expenses (including reasonable attorney fees) arising out of Recipient's distribution, modification, or misuse of the Forms, except to the extent such claim arises from Distributor's willful misconduct or breach of representations set forth herein.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of without regard to conflicts of law principles. The parties agree that, prior to initiating litigation, they will attempt in good faith to resolve disputes through negotiation and, if unresolved, through mediation.

Notices

General Provisions

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except to a successor by merger or sale of substantially all assets. Severability: If any provision is held invalid, the remainder shall remain in full force. Waiver: A party's failure to enforce any right is not a waiver of that right.

Entire Agreement

This Agreement, including all exhibits and attachments, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior oral and written agreements, proposals, and communications relating to the distribution of the Forms. Any amendment must be in writing and signed by authorized representatives of both parties.

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