Business Print Data

BUSINESS PRINT DATA

Recitals

WHEREAS, Client Name: and Print Provider Name: desire to enter into this Business Print Data Agreement for the production and delivery of printed materials;

WHEREAS, Client provides the materials, text, images and authorizations necessary for production and Provider shall perform printing and related services in accordance with the Scope of Work and the terms set forth herein; and

WHEREAS, the parties intend for this Agreement to define specifications, pricing, schedules, and responsibilities for the print job identified below.

Job Identification & Contact Information

Scope of Work

Provider will produce the print materials described above in accordance with the specifications provided by Client. Provider's obligations include prepress setup, color matching, printing, finishing, quality control, and packaging for shipment as described in the Scope of Work field below.

Payment Terms

Client shall pay Provider for services rendered in accordance with the schedule and amounts set forth below. All amounts are in U.S. dollars and exclusive of applicable taxes unless otherwise stated.

Any undisputed past due amount shall accrue interest at a rate of from the due date until paid. Client is responsible for collection costs, including reasonable attorney fees.

Term and Termination

This Agreement shall become effective as of Effective Date: and shall continue until Completion Date: unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon written notice delivered at least days prior to the effective termination date. Termination for cause may be immediate if the non‑breaching party provides written notice and the breaching party fails to cure within 10 days of receipt.

Confidentiality

Each party shall treat as confidential all non-public business, technical and financial information disclosed by the other party in connection with this Agreement, including but not limited to artwork, proofs, pricing and customer lists ("Confidential Information"). Confidential Information shall not be disclosed to third parties except to employees, contractors or agents with a need to know and who are bound by confidentiality obligations no less protective than those set forth herein. Confidential Information does not include information that is or becomes publicly available through no breach by the receiving party, is known by the receiving party prior to disclosure, or is independently developed.

Intellectual Property & Warranties

Client represents and warrants that it owns or is properly licensed to use all text, images and other materials provided to Provider for incorporation into the printed materials, and that such materials do not infringe the rights of any third party. Client shall indemnify and hold Provider harmless from and against any claim arising from Client's breach of the foregoing representation and warranty. Provider warrants that the printed materials will conform to the specifications in the Scope of Work and will be free from material defects in workmanship for thirty (30) days after delivery.

Delivery & Title

Unless otherwise agreed in writing, Provider will deliver finished goods Ex Works Provider's facility. Title and risk of loss pass to Client upon Provider's delivery to the carrier. Provider will arrange shipping at Client's request and expense when requested in writing.

Governing Law

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. Exclusive venue for disputes arising under this Agreement shall be the state and federal courts located within that state.

Entire Agreement

This Agreement, including any attached or referenced Schedules, 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. Any modification to this Agreement must be in writing and signed by authorized representatives of both parties.

Miscellaneous Provisions

Notices shall be in writing and sent to the addresses below. Severability: if any provision of this Agreement is held unenforceable, the remaining provisions shall continue in full force and effect. Neither party may assign this Agreement without the prior written consent of the other party, except to a successor in interest by merger or acquisition.

Special Instructions / Notes

Certifications

By signing below, Client certifies that Client has the right to use and authorize the use of all materials supplied to Provider for printing and indemnifies Provider against any claim related to such use. Provider certifies that it will perform the services in a professional manner consistent with industry standards and will notify Client of any issues affecting schedule or quality.

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