Business PDF Export

BUSINESS PDF EXPORT

Parties

Recitals

WHEREAS, Client desires the export, formatting, and delivery of business materials prepared for electronic distribution in a consolidated PDF format (the "Export");

WHEREAS, Provider represents that it has the skill, personnel, and technical capability to produce the Export in accordance with the specifications set forth herein; and

WHEREAS, the parties agree that the terms of this Business PDF Export agreement will govern the provision, delivery, and use of the Export.

Effective Date

This Agreement is effective as of (the "Effective Date").

Scope of Work

Provider will produce a consolidated PDF Export in accordance with the specifications below. Deliverables will include metadata, embedded fonts where required, images optimized for print and web as agreed, bookmarks, and a compliance check against Client-provided checklist. Provider will deliver the Export in the file format and resolution set forth in the Scope below.

Payment Terms

Client shall pay Provider the fees set forth below for the Services. All amounts are stated in United States dollars and are due according to the payment schedule.

All invoices are payable within the period specified in the Payment Schedule. Overdue amounts shall accrue interest at the Late Payment Fee rate and Client shall be responsible for reasonable collection costs and attorneys' fees incurred by Provider to recover unpaid amounts.

Term and Termination

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

Either party may terminate this Agreement for convenience upon providing days' prior written notice to the other party. Either party may terminate immediately for material breach if the breach remains uncured for 15 days after written notice specifying the breach. Termination shall not relieve Client of obligation to pay for Services performed through the effective date of termination.

Confidentiality

Each party acknowledges that in connection with this Agreement it may receive Confidential Information of the other party. "Confidential Information" means non-public commercial, technical, or financial information disclosed in any form. Receiving party shall: (a) hold Confidential Information in strict confidence, (b) not disclose it except to employees and contractors who need to know and who are bound by confidentiality obligations no less protective than those herein, and (c) use it only to perform obligations under this Agreement.

Confidential Information shall not include information that is: (i) publicly known through no breach of this Agreement; (ii) rightfully received from a third party without restriction; (iii) independently developed by the receiving party without use of Confidential Information; or (iv) required to be disclosed by court order or law, provided the receiving party gives prompt notice and cooperates in any lawful effort to limit disclosure.

Intellectual Property

Unless otherwise agreed in writing, Client retains ownership of all underlying source materials and content provided to Provider. Provider grants Client a perpetual, worldwide, non-exclusive license to use the delivered PDF Export for Client's internal business purposes. Provider retains ownership of Provider's pre-existing tools, templates, and methodologies used in producing the Export. Any custom code, scripts, or services expressly commissioned and paid for in full shall be assigned as agreed in writing.

Warranties and Limitation of Liability

Provider warrants that the Export will materially conform to the Scope of Work for a period of 30 days following delivery. Provider's sole obligation for breach of this warranty shall be to use commercially reasonable efforts to correct the nonconformity. EXCEPT FOR THE EXPRESS WARRANTY SET FORTH ABOVE, THE SERVICES ARE PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES. THE AGGREGATE LIABILITY OF PROVIDER ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT.

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 submit to the exclusive jurisdiction of the state and federal courts located within that state for resolution of disputes.

Entire Agreement

This Agreement, including any attachments, exhibits, and accepted statements of work, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. Any amendment or modification to this Agreement must be in writing and signed by both parties.

Notices

All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or sent by nationally recognized overnight courier, to the addresses set forth in this Agreement or to such other address as either party may designate by notice.

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