Business Presentation Folder

BUSINESS PRESENTATION FOLDER AGREEMENT

This Business Presentation Folder Agreement (the Agreement) is entered into as of by and between Client Name: and Service Provider Name: .

WHEREAS

WHEREAS, Client desires to procure customized business presentation folders and related printed materials for use in Client's marketing and sales activities; and

WHEREAS, Service Provider possesses expertise in print production, graphic art preparation, prepress, and fabrication of presentation folders and related collateral; and

WHEREAS, the parties wish to set forth the terms and conditions under which Service Provider will design, produce and deliver the business presentation folders described herein.

SCOPE OF WORK

Service Provider shall perform the following services for Client in accordance with the specifications and schedule set forth below. Service Provider shall provide all labor, materials, tooling, prepress, color proofing, printing, finishing, and packaging necessary for completion unless otherwise stated.

DELIVERY AND ACCEPTANCE

Delivery Location:

Estimated Delivery Date:    Acceptance Period (days):

PAYMENT TERMS

Total Contract Price: $ .

Deposit Required (if any): $ due upon execution of this Agreement.

Late Payment: Any amounts not paid within days of invoice due date shall accrue interest at a rate of compounded monthly and Client shall be responsible for reasonable collection costs.

TERM AND TERMINATION

Term Commencement Date: . Anticipated Completion Date: .

Either party may terminate this Agreement for convenience upon written notice to the other party no less than days prior to the effective date of termination. Termination for material breach is effective if the breaching party fails to cure within days after written notice specifying the breach.

Upon termination, Client shall pay Service Provider for all work performed and reasonable demobilization costs up to the effective date of termination. Service Provider shall deliver to Client all completed work and materials for which Client has paid.

CONFIDENTIALITY

Each party acknowledges that during performance it may receive Confidential Information of the other party. "Confidential Information" means non-public business, technical and financial information disclosed in connection with this Agreement, including but not limited to artwork, templates, client lists, pricing and production methods. Each party agrees: (a) to hold the other's Confidential Information in confidence using at least the same degree of care it uses to protect its own confidential information (but no less than reasonable care); (b) not to use Confidential Information except to perform obligations under this Agreement; and (c) not to disclose Confidential Information to any third party except to employees, contractors or agents who have a need to know and who are bound by confidentiality obligations at least as protective as those herein.

Confidentiality obligations shall survive termination of this Agreement for a period of unless otherwise required by law.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Client retains ownership of Client-provided trademarks, logos, and content. Upon full payment of all amounts due hereunder, Service Provider assigns to Client all right, title and interest in final print-ready artwork and production masters created specifically for Client under this Agreement, excluding Service Provider's pre-existing tools, templates, and general knowledge. If parties elect that work be a "work made for hire," indicate by checking below:

  Work made for hire designation elected

WARRANTIES, LIMITATIONS AND INDEMNITY

Service Provider warrants that materials and workmanship shall conform to the specifications set forth in the Scope of Work and shall be free from material defects for a period of 30 days from delivery. EXCEPT FOR THE LIMITED WARRANTY SET FORTH ABOVE, SERVICE PROVIDER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Each party shall indemnify and hold harmless the other party from and against third-party claims arising out of the indemnifying party's negligence, willful misconduct, or breach of this Agreement. The indemnified party shall promptly notify the indemnifying party of any claim and permit the indemnifying party to control the defense and settlement, provided that no settlement admitting liability or imposing obligations on the indemnified party shall be made without the indemnified party's prior written consent.

GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The parties shall first attempt in good faith to resolve disputes through negotiation. If the parties cannot resolve a dispute within 30 days, they may pursue any available legal or equitable remedies in the courts of the governing state.

ENTIRE AGREEMENT; AMENDMENT

This Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

Assignment: Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that Service Provider may assign to an affiliate or successor in connection with a sale of substantially all of its business.

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