Business Pendant Template

BUSINESS PENDANT AGREEMENT

This Business Pendant Agreement (the Agreement) is entered into as of by and between Client Name: and Contractor Name: .

RECITALS

WHEREAS, Client is engaged in the business of marketing and selling branded merchandise and desires to create a business pendant product for resale and promotional distribution;

WHEREAS, Contractor has experience in design, prototyping, manufacturing, and packaging of jewelry and pendant-type products and is willing to design, manufacture, and deliver the pendant product described in this Agreement in accordance with the terms and specifications set forth herein;

WHEREAS, the parties wish to set forth the terms under which Contractor will produce, deliver, and transfer required rights in the pendant product to Client.

SCOPE OF WORK

Contractor shall perform the design, prototyping, manufacture, quality control and packaging of the business pendant (the Work) in accordance with the specifications, schedule, and quantities agreed by the parties. The Work shall include final production drawings, samples, and packaging artwork as required for sale and distribution.

PAYMENT TERMS

Client agrees to pay Contractor the fees and expenses described below in consideration for the performance of the Work. All payments are in United States Dollars unless otherwise agreed in writing.

All undisputed invoices not paid when due shall accrue interest at the lesser of the rate set forth above or the maximum rate permitted by applicable law. Contractor shall retain a security interest in delivered goods until full payment is received.

TERM AND TERMINATION

This Agreement commences on the Start Date set forth below and continues until the End Date unless earlier terminated in accordance with this Agreement.

Start Date:   End Date:

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within the notice period specified above. Client may terminate for convenience upon written notice subject to payment for Work performed and non-cancelable commitments made by Contractor prior to termination.

CONFIDENTIALITY

Each party (the Receiving Party) shall keep in strict confidence all non-public information disclosed by the other party (the Disclosing Party) that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure (Confidential Information). Confidential Information includes, without limitation, designs, specifications, pricing, manufacturing methods, customer lists, and business plans.

The Receiving Party shall not use or disclose Confidential Information except as necessary to perform its obligations under this Agreement. The Receiving Party shall protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care.

Confidentiality Duration:

Confidentiality obligations are mutual.

INTELLECTUAL PROPERTY

Contractor hereby assigns to Client, and Client shall own exclusively upon full payment, all right, title, and interest in and to the final pendant designs, artwork, mold designs, and any derivative works created for the pendant product that are prepared specifically for Client under this Agreement. Contractor retains ownership of pre-existing tools, molds, techniques, and general know-how.

Contractor represents that, to the best of its knowledge, the Work will not infringe the intellectual property rights of any third party and will indemnify Client for claims arising from infringement except to the extent such claims arise from Client-provided designs or specifications.

WARRANTIES; LIMITATION OF LIABILITY; INDEMNITY

Contractor warrants that the Work shall conform to the agreed specifications and be free from material defects in workmanship and materials for a period of ninety (90) days from delivery. This warranty does not cover defects resulting from misuse, modification, or normal wear.

Each party shall indemnify and hold harmless the other party from claims, liabilities, losses, and expenses (including reasonable attorneys' fees) arising from that indemnifying party's breach of this Agreement, negligence, or willful misconduct.

Except for wilful misconduct or indemnification obligations, neither party's aggregate liability arising out of or related to this Agreement shall exceed the total fees paid by Client to Contractor under this Agreement. In no event shall either party be liable for punitive, incidental, consequential, or lost profits damages.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as either party designates by notice in accordance with this section.

GOVERNING LAW

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

ENTIRE AGREEMENT

This Agreement, including all exhibits, attachments, and written amendments signed 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, and communications, whether oral or written.

No modification, waiver, or amendment of any provision of this Agreement shall be effective unless in a writing signed by both parties.

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