Business PDF Generation

BUSINESS PDF GENERATION AGREEMENT

This Business PDF Generation Agreement (the Agreement) is entered into as of Effective Date: by and between Client Name: and Provider Name: .

RECITALS

WHEREAS, Client requires generation, formatting and delivery of business-ready PDF documents consistent with Client specifications and brand guidelines; and

WHEREAS, Provider represents that it has the technical capability and professional expertise to produce, assemble and deliver such PDF deliverables in accordance with the Scope of Work set forth herein; and

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

SCOPE OF WORK

Provider shall perform the services described below and deliver final PDF files that conform to the requirements set by Client. Provider will perform such services with due professional care, using industry-standard tools and processes.

PAYMENT TERMS

Client shall pay Provider the fees for the services and deliverables as set forth below. All payments shall be made in United States dollars unless otherwise agreed in writing.

Any undisputed amount not paid within days of the invoice due date shall accrue interest at the rate of or the maximum rate permitted by law, whichever is less.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated as provided herein.

Either party may terminate this Agreement for cause if the other party materially breaches any obligation hereunder and fails to cure such breach within the notice period specified above. Termination shall be without prejudice to any rights or remedies that accrued prior to termination.

CONFIDENTIALITY

Each party (Receiving Party) shall keep confidential and shall not disclose to any third party any Confidential Information disclosed by the other party (Disclosing Party) except as expressly permitted herein. "Confidential Information" means non-public business, technical and financial information disclosed in any form. Confidential Information does not include information that is: (a) already known to Receiving Party without an obligation of confidentiality; (b) becomes publicly known through no wrongful act of Receiving Party; or (c) independently developed by Receiving Party without use of Disclosing Party's Confidential Information.

Upon termination or written request, Receiving Party shall promptly return or destroy Confidential Information and certify in writing the disposition of such materials. The obligations of confidentiality shall survive for a period of three (3) years following termination of this Agreement, except for trade secrets which shall remain protected for as long as they qualify as trade secret under applicable law.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Provider assigns to Client all right, title and interest in and to the final PDF deliverables created specifically for Client under this Agreement, upon full payment of fees due for such deliverables. Provider retains ownership of its pre-existing tools, templates, software, and methodologies used to create the deliverables and grants Client a non-exclusive license to use such underlying materials only as necessary to use the deliverables as intended.

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.

ENTIRE AGREEMENT

This Agreement, including all exhibits and attachments incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. Any amendment or modification to this Agreement 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 below by hand, certified mail (return receipt requested), or a nationally recognized overnight courier service, and shall be deemed given upon receipt.

MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remainder of the Agreement will remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other party, except that Provider may assign to a successor in interest in connection with a merger or sale of substantially all of its assets.

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