Business Letter Sets

BUSINESS LETTER SETS AGREEMENT

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

Client Name:   Client Address:

Supplier Name:   Supplier Address:

WHEREAS

WHEREAS, Client desires to procure customized business letter sets consisting of printed letterhead, envelopes, and related collateral in accordance with the specifications and schedule set forth in this Agreement; and

WHEREAS, Supplier represents that it has the experience, equipment, and personnel necessary to produce the letter sets to professional standards and agrees to produce, deliver, and, where applicable, install the products under the terms of this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the parties agree as follows:

1. Scope of Work

Quantity:   Paper Stock:   Ink/Color Specs:

Supplier will provide proofs for Client approval prior to production. Client must approve proofs in writing or email within business days of delivery of proofs. Failure to timely approve shall be deemed approval.

2. Delivery and Acceptance

Estimated Delivery Date: . Delivery Address:

Client shall inspect delivered goods within business days and notify Supplier in writing of any nonconformity. If Client does not timely notify Supplier, goods shall be deemed accepted.

3. Payment Terms

Deposit:   Balance Due:   Final Payment Due:

Payment is due as specified above. Unless otherwise agreed in writing, Supplier may withhold production pending receipt of required deposit. All payments shall be made in U.S. dollars.

Late Fee: If any payment is more than days overdue, Client shall pay a late fee equal to the lesser of % per month or the maximum allowable by law, calculated monthly on the overdue amount.

4. Term and Termination

Term Commencement Date: . Expected Completion Date:

Either party may terminate this Agreement for convenience upon providing days' prior written notice. In the event of material breach, the non-breaching party may terminate if the breaching party fails to cure within days after receipt of written notice of breach.

Upon termination, Client shall pay Supplier for work performed and non-cancellable commitments incurred through the effective date of termination.

5. Confidentiality

Each party acknowledges that during performance of this Agreement it may gain access to confidential or proprietary information (Confidential Information) of the other party including artwork, logo files, business plans, pricing, and customer lists. Confidential Information shall not include information that is publicly available through no fault of the receiving party, or independently developed by the receiving party without use of the disclosing party's Confidential Information.

The receiving party shall (a) hold Confidential Information in confidence, (b) not disclose Confidential Information to any third party except as required to perform this Agreement, and (c) use Confidential Information only to perform obligations under this Agreement. These obligations survive termination for a period of three (3) years.

6. Intellectual Property

Client represents that it has the right to provide Supplier with any trademarks, logos, and copyrighted material used in production. All pre-existing intellectual property of each party remains the sole property of that party. Unless otherwise agreed in writing, Client retains ownership of Client-supplied artwork and final approved artwork; Supplier retains ownership of its prepress work product until paid in full. Indicate whether Supplier will assign rights upon final payment:

Assignment of rights upon final payment: Yes    (check to assign Supplier's created artwork and production files to Client upon final payment)

7. Warranties and Remedies

Supplier warrants that finished goods will materially conform to the specifications approved by Client at time of proof approval. Supplier's sole obligation for nonconforming goods is limited to repair, reprint, or refund at Supplier's option, provided Supplier is notified within the inspection period set forth above. THIS WARRANTY IS EXCLUSIVE AND IS GIVEN IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

8. Limitation of Liability

Except for willful misconduct or gross negligence, neither party shall be liable to the other for incidental, indirect, special, or consequential damages. In no event shall Supplier's aggregate liability arising from or related to this Agreement exceed the total fees paid by Client under this Agreement.

9. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to conflict of laws principles.

10. Entire Agreement

This Agreement, together with any written attachments or approved proofs expressly incorporated herein, constitutes the entire agreement between the parties relating to the subject matter hereof and supersedes all prior and contemporaneous understandings, negotiations, and agreements, written or oral.

11. Miscellaneous

Notices required by this Agreement shall be in writing and delivered to the addresses set forth above. If any provision of this Agreement is found unenforceable, the remaining provisions shall continue in full force and effect.

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