Business PRC ID Template

BUSINESS PRC ID TEMPLATE

Business PRC ID Information

Corporation LLC Sole Proprietorship Partnership Other

Recitals

WHEREAS, Client Name: is a business duly registered and authorized to operate under applicable law and seeks issuance of a Business PRC ID as evidence of registration and identification;

WHEREAS, Service Provider Name: possesses the technical capability to design, produce and deliver PRC-style identification cards and ancillary services necessary for issuance; and

WHEREAS, the parties desire to set forth their mutual rights and obligations with respect to the design, production, delivery and use restrictions of the Business PRC ID in accordance with the terms of this Agreement.

Scope of Work

The Service Provider shall perform the following services in accordance with the specifications agreed by the parties:

Payment Terms

Total Fee: . Payment shall be made as follows:

Late Payment: If any payment due under this Agreement is not received within days after the applicable due date, the unpaid amount shall accrue interest at , subject to a minimum late fee of .

Term and Termination

Term Commencement Date: . Term Expiration Date: .

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate immediately for cause upon material breach that remains uncured for days after written notice specifying the breach.

Upon termination, the Service Provider shall deliver completed work paid for by the Client and return any confidential materials in accordance with the Confidentiality clause below. The Client shall pay for any work performed up to the effective termination date, including any non-cancellable expenses incurred by the Service Provider.

Confidentiality

Each party (the "Receiving Party") shall hold in confidence and shall not disclose any non-public information, technical data, trade secrets, specifications, business plans, pricing, or other proprietary information of the disclosing party ("Confidential Information") disclosed in connection with this Agreement. Confidential Information shall not include information that (i) is or becomes publicly available through no fault of the Receiving Party; (ii) was lawfully known prior to disclosure; (iii) is independently developed by the Receiving Party; or (iv) is required to be disclosed by law, regulation or court order, provided that the Receiving Party gives prompt written notice of the required disclosure and cooperates in any lawful effort to avoid or limit disclosure.

The obligations of confidentiality shall survive termination of this Agreement for a period of years, except with respect to trade secrets which shall remain protected for as long as they meet the legal definition of trade secrets.

Intellectual Property and Use Restrictions

Client retains all ownership rights in its name, logos, trademarks and other materials supplied to the Service Provider. The Service Provider retains ownership of its pre-existing design tools and proprietary templates; however, the Client is granted a non-exclusive, non-transferable license to use any designs produced under this Agreement solely for the purpose of identification and internal business use as set forth in the Scope of Work. The Client shall not reproduce, modify or market the PRC-style ID design for resale or external distribution without the Service Provider's prior written consent.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of without regard to conflict of laws principles. The parties shall attempt in good faith to resolve disputes by negotiation. If unresolved within 30 days, disputes shall be resolved by binding arbitration in the agreed jurisdiction unless otherwise mutually agreed in writing.

Representations, Warranties and Indemnity

Each party represents that it has authority to enter this Agreement. The Service Provider warrants that the services will be performed in a professional manner and that delivered IDs will conform to the accepted specifications. The Client shall indemnify and hold harmless the Service Provider from claims arising out of Client-supplied materials that infringe third-party rights or violate law, and the Service Provider shall indemnify the Client for claims arising from the Service Provider's gross negligence or willful misconduct in performing the services.

Entire Agreement

This Agreement, including any attachments, exhibits and statements of work executed by the parties, constitutes the entire agreement between the parties pertaining to its subject matter and supersedes all prior or contemporaneous agreements, understandings, negotiations and communications, whether written or oral. Any modification to this Agreement must be in writing and executed by authorized representatives of both parties.

Acceptance and Certification

By signing below, the authorized representatives certify that they have read, understand and agree to be bound by the terms and conditions of this Agreement and that all information provided in this Business PRC ID Template is true and correct to the best of their knowledge.

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