Business Marketing VistaPrint Document

Business Marketing VistaPrint Document

Parties

Effective Date:    Project Reference:

Recitals

WHEREAS, Client desires to engage Service Provider to provide marketing design and printing services for business collateral, promotional materials, and related digital assets to be produced using Vendor printing and fulfillment channels including bulk print orders; and

WHEREAS, Service Provider possesses the experience, facilities, and access to print production services necessary to design, proof, and procure printed and digital marketing materials consistent with Client's brand guidelines; and

WHEREAS, the parties wish to set forth the terms and conditions under which Service Provider will perform the described services and deliver the resulting work product.

Scope of Work

Deliverables (check all that apply):

Business cards    Brochures    Postcards

Banners    Signage    Digital ad templates

Number of complimentary revision rounds:   Turnaround for proofs (business days):

Payment Terms

Late payment fee: (applies to unpaid balances after due date)

Invoicing address (if different):

Accepted payment methods: Check    Credit Card    Wire Transfer

Term and Termination

This Agreement commences on:   and will terminate on: unless earlier terminated as provided below.

Either party may terminate for convenience upon days' prior written notice. Either party may terminate immediately for material breach if the breach remains uncured for a period of days after written notice.

Upon termination, Client will pay for all work performed and non-cancellable production ordered through the date of termination, and Service Provider will deliver completed work and such work-in-progress as required by Client.

Confidentiality

Each party shall keep confidential and shall not disclose to any third party any non-public business, marketing, technical, or financial information disclosed by the other party in connection with this Agreement ("Confidential Information"), except as necessary to perform the services. Confidential Information does not include information that is or becomes publicly available without breach by the receiving party, independently developed, or rightfully received from a third party without restriction.

The obligations of confidentiality will survive termination of this Agreement for a period of months.

Intellectual Property and Use

Subject to full payment, Service Provider assigns to Client all right, title, and interest in and to final deliverables created specifically for Client under this Agreement. Service Provider retains ownership of pre-existing tools, templates, and vendor-supplied assets, and grants Client a perpetual, non-exclusive license to any such components embedded in the deliverables solely as necessary for Client's use of the deliverables.

Client represents and warrants that Client owns or has secured the rights to all trademarks, logos, photographs, and copy provided to Service Provider for inclusion in the deliverables and that use by Service Provider will not infringe third-party rights.

Warranties; Limitation of Liability; Indemnification

Service Provider warrants that services will be performed in a professional and workmanlike manner in accordance with industry standards. EXCEPT FOR THE EXPRESS WARRANTY ABOVE, SERVICES ARE PROVIDED "AS IS" AND ALL OTHER WARRANTIES ARE DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

Except for liability arising from willful misconduct or gross negligence, neither party's aggregate liability for direct damages arising out of or related to this Agreement shall exceed the total fees paid by Client to Service Provider under this Agreement in the twelve (12) months preceding the claim.

Each party shall indemnify, defend and hold harmless the other from and against any third-party claims, liabilities, damages, and expenses arising from the indemnifying party's breach of its representations, warranties, or obligations under this Agreement.

Governing Law

This Agreement will be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The parties agree that any dispute arising out of this Agreement shall be resolved in the courts located within that state.

Entire Agreement; Amendments

This Agreement, together with any attachments and written change orders executed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, or representations, whether written or oral. Any amendment or modification must be in a written instrument signed by both parties.

Miscellaneous

Notices required by this Agreement shall be in writing and delivered to the addresses set forth above by certified mail, courier, or email with confirmation. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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