Business Personalization Template

BUSINESS PERSONALIZATION AGREEMENT

Effective Date:

Parties

WHEREAS

WHEREAS, Provider is engaged in the business of producing and applying customized branding, markings, and personalization to goods and services in accordance with client specifications; and

WHEREAS, Client desires to retain Provider to perform personalization services described in this Agreement and Provider agrees to perform such services under the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement, the parties agree as follows.

Scope of Work

Provider shall perform the personalization services described below, including all design proofing, material selection, application, quality control and delivery of personalized goods (the "Services"). Specific deliverables, required branding assets, and acceptance criteria must be set forth in the Scope of Work.

Payment Terms

Client shall pay Provider the fees set forth below in consideration for the Services. Unless otherwise agreed in writing, all fees are due in the currency specified and are exclusive of applicable taxes.

Term and Termination

This Agreement commences on the Start Date and, unless earlier terminated in accordance with this Section, continues until the End Date.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within the cure period following written notice. Termination does not relieve Client of payment obligations for Services rendered and costs incurred prior to termination.

Confidentiality

"Confidential Information" means non-public information disclosed by either 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 includes designs, mockups, templates, pricing, customer lists, and technical specifications.

Each party agrees (a) to hold Confidential Information in strict confidence; (b) to use Confidential Information only for performance under this Agreement; and (c) not to disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those contained herein. Confidentiality obligations survive termination for a period of three (3) years, except that trade secrets shall be protected for so long as they qualify as trade secrets.

Intellectual Property

Client represents and warrants it has the necessary rights to permit Provider to use any branding, logos, or other materials furnished for personalization. Unless otherwise agreed in writing, Client retains ownership of Client's pre-existing intellectual property while Provider retains ownership of Provider's pre-existing tools, techniques and general know-how. Work product created specifically for Client and paid for in full shall be treated as a work-for-hire to the extent permitted by law; otherwise Provider assigns to Client all right, title and interest in such deliverables upon full payment.

Warranties; Limitation of Liability

Provider warrants that Services will be performed in a professional manner in accordance with industry standards. EXCEPT FOR THE FOREGOING, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES. PROVIDER'S AGGREGATE LIABILITY SHALL NOT EXCEED THE AMOUNTS PAID BY CLIENT UNDER THIS AGREEMENT FOR THE SPECIFIC SERVICES GIVING RISE TO LIABILITY.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles.

Entire Agreement

This Agreement, including any attachments and accepted statements of work, constitutes the entire agreement between the parties with respect to the Services and supersedes all prior negotiations, understandings and agreements. Any amendment must be in writing and signed by authorized representatives of both parties.

Miscellaneous

Neither party may assign this Agreement without the prior written consent of the other, except to a successor in interest by merger or sale of substantially all assets. Notices shall be in writing and delivered to the addresses set forth above. If any provision is held invalid, the remainder shall remain in effect.

Optional Personalization Options

Brand logo application
Monogramming / Initials
Custom packaging and labeling

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