Business Print Form

BUSINESS PRINT FORM

Service Provider Name:    Business Name:

Client Name:    Business Name:

RECITALS

WHEREAS, Service Provider is engaged in the business of providing commercial print production, prepress, proofing, finishing and delivery services for businesses; and

WHEREAS, Client desires to obtain print production services from Service Provider under the terms and conditions set forth in this Business Print Form, and Service Provider agrees to provide such services;

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties agree as follows.

SCOPE OF WORK

Service Provider shall perform the printing services and related tasks described below. Services shall include production, proof approval, color management, finishing and delivery as specified. Any changes to the scope shall be documented in writing and signed by both parties prior to commencement of the changed work.

PAYMENT TERMS

Client shall pay Service Provider the Total Contract Amount and any additional charges for approved change orders in accordance with the schedule below. All charges are exclusive of taxes unless otherwise stated.

If Client fails to pay undisputed amounts when due, Service Provider may suspend performance until payment is received and shall be entitled to recover collection costs and fees, including reasonable attorneys' fees.

TERM AND TERMINATION

This Agreement commences on Start Date and, unless earlier terminated in accordance with this section, continues until End Date or until the obligations of the parties are fully performed.

Start Date:

End Date:

Either party may terminate this Agreement for material breach by the other party that remains uncured for the applicable notice period. For termination without cause, the terminating party shall provide written notice no fewer than days prior to the effective termination date. Upon termination, Client shall pay Service Provider for work performed through the effective date and for any non-cancellable commitments incurred on Client's behalf.

CONFIDENTIALITY

Each party may disclose to the other certain confidential information. "Confidential Information" includes non-public business information, trade secrets, pricing, artwork, proofs, customer lists and specifications. Receiving party shall hold Confidential Information in strict confidence, shall not use it except to perform obligations under this Agreement, and shall not disclose it to any third party without prior written consent of the disclosing party. Confidentiality obligations do not apply to information that (a) is or becomes public through no breach of this Agreement, (b) was rightfully known by the receiving party prior to disclosure, (c) is rightfully received from a third party without restriction, or (d) is independently developed without use of the Confidential Information. If disclosure is compelled by law, the receiving party shall provide prompt notice and cooperate to seek protective measures.

INTELLECTUAL PROPERTY

Client represents that it has all rights necessary to use and reproduce supplied artwork and materials. Client grants Service Provider a limited, non-exclusive license to use Client-supplied materials solely for performance of this Agreement. Ownership of final printed materials is transferred to Client upon full payment; Service Provider may retain copies for its records and portfolio use unless Client expressly restricts such use in writing.

WARRANTY AND LIMITATION OF LIABILITY

Service Provider warrants that services will be performed in a workmanlike manner consistent with industry standards. EXCEPT FOR THE EXPRESS WARRANTY SET FORTH ABOVE, SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES. SERVICE PROVIDER'S AGGREGATE LIABILITY SHALL NOT EXCEED THE AMOUNTS ACTUALLY RECEIVED UNDER THIS AGREEMENT FOR THE AFFECTED WORK.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the courts located in that state for resolution of disputes.

ENTIRE AGREEMENT

This Agreement, including any attachments and written change orders signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior negotiations, representations and agreements, whether written or oral. No amendment shall be effective unless in writing and signed by both parties.

ADDITIONAL ADMINISTRATIVE INFORMATION

Corporation    Limited Liability Company (LLC)    Sole Proprietorship    Other:

SIGNATURES

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