Business Seal Form

BUSINESS SEAL FORM

This Business Seal Form documents the agreement between two parties for the design, manufacture, delivery, custody and permitted use of an official business seal. The parties identify and authorize the seal particulars, payment, delivery, and recordation obligations as set forth below.

Company and Provider Information

Business Address:

Contact Person:    Phone:

Recitals

WHEREAS, Client Name: (the "Client") requires a duly inscribed official business seal for use in executing corporate instruments, attestations and certifications;

WHEREAS, Provider Name: (the "Provider") is engaged in the manufacture and delivery of official seals and ancillary services, and represents that it is authorized to manufacture and, if requested, register the seal specimen;

WHEREAS, the parties desire to set forth the scope of the seal manufacture, delivery, custody, permitted use and associated payment and confidentiality obligations in a binding instrument.

Scope of Work

Seal Type: Embossing Ink Stamp Electronic Image

Diameter / Size:    Legend/Text on Seal:

Payment Terms

Late Payment: If payment is not received within days following invoice due date, interest shall accrue at or the maximum lawful rate, whichever is lower. Client is responsible for reasonable collection costs, including attorney fees.

Delivery, Custody and Use

Provider shall deliver the finished seal to Delivery Address: within business days of final approval of the design. Title to the physical seal transfers on delivery upon receipt and written acceptance by the Client, subject to the Client's payment obligations. The Client shall maintain custody and log all uses of the seal; misuse shall be addressed under Termination and Indemnity provisions herein.

Term and Termination

Term Commencement Date: . Term End Date: . Either party may terminate this agreement for material breach if the breach is not cured within days after written notice. Upon termination, Client shall pay Provider for all services performed and goods delivered up to the effective date of termination.

Confidentiality

Each party shall maintain the confidentiality of technical specifications, design elements, business strategies and other non-public information disclosed in connection with this agreement. Confidential information shall not include information that becomes publicly available other than by breach, or that is independently developed without use of confidential materials. The parties shall limit disclosure to employees or agents who have a need to know and who are bound by confidentiality obligations no less protective than those in this section. This duty of confidentiality shall survive termination for a period of five (5) years, except for trade secrets which shall remain protected for as long as they remain trade secrets under applicable law.

Warranties, Indemnity and Limitation of Liability

Provider warrants that seals will materially conform to the approved design and applicable workmanship standards for a period of ninety (90) days from delivery. Client shall inspect upon receipt and notify Provider in writing of any nonconformance within ten (10) days. Provider's sole obligation for breach of warranty shall be repair or replacement of the nonconforming seal at Provider's expense. Each party agrees to indemnify and hold harmless the other from claims arising from its negligence or willful misconduct in the performance of this agreement. Neither party shall be liable for consequential, incidental or punitive damages except in cases of gross negligence or willful misconduct.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State/Jurisdiction: without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that jurisdiction for any disputes arising out of this Agreement, subject to any mandatory statutory protections.

Entire Agreement

This Agreement, including any approved design specifications and change orders executed in writing by both parties, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior negotiations, proposals and agreements. Any amendment must be in writing and signed by authorized representatives of both parties.

Certifying Officer

The undersigned certifies that they are authorized by the Client to request and accept the seal described herein, and that the information provided on this form is true and correct to the best of their knowledge.

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