Business Printing Contract

BUSINESS PRINTING CONTRACT

This Business Printing Contract (the Agreement) is entered into as of Date: by and between the following parties:

Parties

Recitals

WHEREAS, Client desires that certain printed materials, promotional collateral, and related services be produced in accordance with specifications and schedules set forth in this Agreement; and

WHEREAS, Printer represents that it has the experience, skill, capacity, and facilities to provide such printing services and agrees to perform the Services under the terms and conditions of this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the parties agree as follows:

Scope of Work

Printer shall provide printing and related production services as described below. The Scope of Work shall include, without limitation, specifications for quantity, paper stock, color, finishing, proofing, and delivery requirements.

Payment Terms

Total Contract Price: $

Payment shall be due within days of invoice unless otherwise agreed in writing. Late payments shall bear interest at the rate of % per month (or the maximum rate permitted by law), plus a late fee of $ for each late invoice.

All prices are exclusive of sales, use, excise or similar taxes, which shall be paid by Client where applicable. Printer shall obtain Client approval for any changes that materially increase cost prior to incurring such cost.

Term and Termination

This Agreement shall commence on Start Date: and continue until End Date: unless earlier terminated as provided herein.

Either party may terminate this Agreement for material breach if the breaching party fails to cure such breach within days after written notice. Either party may terminate for convenience upon days' prior written notice to the other party. Upon termination Client shall pay for all goods and services rendered up to the effective date of termination, including any non-cancellable costs incurred by Printer.

Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other in connection with this Agreement, including pricing, specifications, artwork files, business plans, and trade secrets. Each receiving party shall (a) hold Confidential Information in strict confidence, (b) use it solely to perform its obligations under this Agreement, and (c) not disclose it to third parties 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 in this Section.

The obligations of confidentiality shall not apply to information that: (i) is or becomes publicly available through no breach of this Agreement; (ii) was rightfully in the receiving party's possession prior to disclosure; (iii) is received from a third party without restriction; or (iv) is independently developed. The confidentiality obligations shall survive termination of this Agreement for a period of years.

Intellectual Property and Proofs

Client represents and warrants that Client owns or has secured all necessary rights to any artwork, text, logos and other materials provided to Printer and that use of such materials will not infringe third-party rights. Client grants Printer a non-exclusive right to reproduce supplied materials solely to perform the Services. Proof approval by Client in writing constitutes final acceptance and authorization to proceed to print; Printer shall not be liable for errors in approved proofs.

Warranties; Limitation of Liability

Printer warrants that printed materials shall conform to the agreed specifications at the time of delivery. Client's sole and exclusive remedy for nonconforming goods shall be, at Printer's option, reprint or refund of the applicable portion of the Contract Price. Except for breach of confidentiality or willful misconduct, neither party shall be liable for consequential, incidental, special or punitive damages. In no event shall Printer's aggregate liability exceed the amount paid by Client under this Agreement for the specific Services giving rise to the claim.

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. Any action to enforce this Agreement shall be brought in the state or federal courts located in that State.

Entire Agreement

This Agreement, including any exhibits, schedules, and mutually executed purchase orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether written or oral. Any modification must be in writing signed by both parties.

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Printer may assign to a successor in interest in connection with a sale of substantially all of its assets.

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