Business Laser Document

BUSINESS LASER DOCUMENT

Effective Date:

This Business Laser Document (the "Agreement") is entered into by and between Client Name: and Provider Name: . Each of Client and Provider may be referred to individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Client requires precision document production, secure variable-data printing, finishing, and delivery services (collectively, "Laser Services") to support Client's business operations; and

WHEREAS, Provider represents that it possesses the personnel, equipment, technical capability, and quality control systems necessary to provide the Laser Services in accordance with the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual promises contained in this Agreement, the Parties agree as follows:

SCOPE OF WORK

Provider shall furnish Laser Services as described below and as further detailed in any mutually executed work orders or specifications. Provider will perform services in a professional and workmanlike manner consistent with industry standards.

PAYMENT TERMS

Client shall pay Provider the fees set forth below in exchange for the Laser Services. All fees are exclusive of taxes and shipping unless otherwise stated.

Late Payment: Any undisputed amount not paid within days after invoice due date shall incur a late fee equal to % per month on the outstanding balance or the maximum permitted by law, whichever is less.

TERM AND TERMINATION

Term: This Agreement shall commence on Start Date: and shall continue through End Date: unless earlier terminated in accordance with this Section.

Termination for Convenience: Either Party may terminate this Agreement without cause upon days' prior written notice to the other Party. Termination for Cause: Either Party may terminate immediately upon material breach by the other Party that remains uncured for a period of thirty (30) days after written notice of such breach.

Effect of Termination: Upon expiration or termination, Client shall pay Provider for all services performed and reimbursable expenses incurred through the effective date of termination. Provider shall deliver all completed deliverables and any work in progress upon receipt of final payment as set forth above.

CONFIDENTIALITY

Definition: "Confidential Information" means any non-public, proprietary, or business information disclosed by one Party ("Disclosing Party") to the other Party ("Receiving Party") in any form that is designated as confidential or that, given the nature of the information or the circumstances of disclosure, reasonably should be understood to be confidential.

Obligations: Receiving Party shall (a) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to its employees, contractors, or advisors who have a 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 through no fault of Receiving Party; (ii) was rightfully known by Receiving Party prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed without use of the Disclosing Party's Confidential Information.

Duration: The confidentiality obligations under this Section shall survive termination or expiration of this Agreement for years, except that trade secrets shall be protected for so long as they qualify as trade secrets under applicable law.

INDEMNIFICATION

Each Party shall indemnify, defend, and hold harmless the other Party from and against any third-party claims, liabilities, losses, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or resulting from the indemnifying Party's gross negligence, willful misconduct, or material breach of this Agreement.

LIMITATION OF LIABILITY

Except for liability arising from a Party's willful misconduct, gross negligence, or breach of confidentiality, in no event shall either Party be liable to the other for lost profits, loss of business, or consequential, special, punitive, or incidental damages. The Parties' aggregate liability for claims arising out of this Agreement shall not exceed the total fees paid by Client to Provider under this Agreement in the twelve (12) months preceding the claim.

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 laws principles. The Parties consent to the exclusive jurisdiction and venue of the state and federal courts located in that State for any dispute arising under this Agreement.

ENTIRE AGREEMENT

This Agreement (including all referenced exhibits and mutually executed work orders) constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations, and communications, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both Parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below (or to such other address as either Party may designate by written notice).

MISCELLANEOUS

Assignment: 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 to an affiliate or in connection with a merger or sale of substantially all of its assets.

Relationship of the Parties: The Parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship between the Parties.

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