Business PDF Specs

BUSINESS PDF SPECS AGREEMENT

RECITALS

WHEREAS, Client desires the preparation, specification and delivery of business PDF deliverables conforming to the requirements set forth in this Agreement for use in Client's internal and external communications;

WHEREAS, Service Provider represents that it has the professional expertise, technical capability and personnel necessary to prepare and deliver PDF files meeting Client's technical, accessibility and archival requirements;

WHEREAS, the parties agree that this Agreement will govern the preparation, acceptance, delivery, payment and confidentiality of the specified Business PDF deliverables effective as of Effective Date: .

SCOPE OF WORK

Service Provider shall prepare, configure, and deliver Business PDF files in accordance with the technical specifications, quality standards and delivery schedule set forth below. Work shall include but is not limited to the following items and related professional services.

DELIVERABLES & ACCEPTANCE

Deliverables shall include final PDF files and a written delivery report specifying the file names, sizes, embedded fonts, compliance with accessibility standards (if required), and checksums. Acceptance shall be determined as set forth below.

PDF/A (archival)    PDF/X (print-ready)    Interactive PDF (forms, links)    Print-ready PDF

Client shall have ten (10) business days from delivery to perform acceptance testing. Acceptance shall be deemed granted if Client provides no written rejection citing specific nonconformities within that period. If nonconforming deliverables are identified, Service Provider shall correct and resubmit within the timeframe agreed upon in writing.

PAYMENT TERMS

In consideration for Services, Client shall pay Service Provider in accordance with the following terms.

Any undisputed invoice not paid within days shall accrue interest at per month (or the maximum permitted by law, if less). In addition, Client shall reimburse Service Provider for reasonable collection costs and attorneys' fees incurred to collect overdue amounts.

TERM AND TERMINATION

This Agreement shall commence on and shall continue in effect until unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon prior written notice to the other party delivered at least days before the effective termination date. Upon termination for convenience, Client shall pay Service Provider for all Services performed and reasonable costs incurred up to the effective date.

Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within fifteen (15) days after receipt of written notice specifying the breach.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other that is designated confidential or that reasonably should be understood to be confidential given the nature of the information. Each receiving party shall: (a) protect Confidential Information with 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 as necessary to perform its obligations or as required by law, provided that the receiving party gives prompt notice to the disclosing party and, where legally permitted, seeks confidential treatment.

Confidentiality obligations shall survive termination of this Agreement for a period of three (3) years, except that trade secrets shall be protected for as long as they qualify as trade secrets under applicable law.

INTELLECTUAL PROPERTY

Unless otherwise agreed in a written addendum, Client shall retain ownership of Client-provided content and the output files delivered under this Agreement. Service Provider hereby assigns to Client all right, title and interest in the final deliverable files upon full payment of all fees due. Service Provider retains the right to use general skills, know-how and non-confidential methodologies developed independently.

WARRANTIES; LIMITATION OF LIABILITY

Service Provider warrants that the deliverables will materially conform to the specifications set forth in this Agreement for a period of thirty (30) days following acceptance. EXCEPT FOR THE FOREGOING, THE SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY FOR DIRECT DAMAGES SHALL BE LIMITED TO THE TOTAL FEES PAID 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 rules. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for disputes arising under this Agreement.

ENTIRE AGREEMENT

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

MISCELLANEOUS

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

Sign Now