Business Sleeve Template

BUSINESS SLEEVE TEMPLATE

This Business Sleeve Template Agreement ("Agreement") is entered into as of Effective Date: by and between Client Name: and Service Provider: .

WHEREAS

WHEREAS, Client operates a business requiring a printed sleeve, cover or identifying insert (the "Sleeve") to accompany commercial goods or marketing materials, and desires that the Sleeve be produced and delivered in accordance with specifications and terms set forth herein;

WHEREAS, Service Provider represents that it has the experience, capacity and expertise to design, produce and, where applicable, install the Sleeve in accordance with the Scope of Work below; and

WHEREAS, the parties wish to set forth their respective rights and obligations with respect to design, production, quality standards, delivery, payment and confidentiality in this Agreement.

SCOPE OF WORK

Service Provider shall perform the following services with respect to the Business Sleeve (collectively, the "Services"). The Services shall include design, production, quality control, and delivery in accordance with the specifications below and any attachments incorporated by reference.

PAYMENT TERMS

Client shall pay Service Provider the fees for Services as set forth below. All amounts are in U.S. dollars unless otherwise indicated.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for cause upon written notice if the other party materially breaches a material obligation and fails to cure such breach within the notice period specified above. Termination for convenience by Client requires prior payment for all completed Services and reasonable wind-down costs as invoiced by Service Provider.

CONFIDENTIALITY

Each party acknowledges that in connection with this Agreement it may receive Confidential Information of the other party. "Confidential Information" means non-public business, technical, financial or other information disclosed in any form and identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

The receiving party shall (a) hold the disclosing party's Confidential Information in confidence using at least the same degree of care it uses to protect its own confidential information, but in no event less than a reasonable degree of care; (b) not use Confidential Information except as necessary to perform its obligations or exercise its rights under this Agreement; and (c) not disclose Confidential Information to any third party except to those employees, contractors or professional advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein.

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. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for resolution of disputes arising out of this Agreement.

MISCELLANEOUS

Entire Agreement: This Agreement, together with any attachments, exhibits and approved change orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals or representations, whether written or oral.

Amendments: No amendment or modification shall be effective unless in writing and signed by authorized representatives of both parties.

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

Limitation of Liability: Except for liability arising from gross negligence or willful misconduct, in no event shall either party be liable to the other for consequential, incidental, special or punitive damages, and aggregate liability shall be limited to amounts paid or payable to Service Provider under this Agreement during the twelve (12) month period preceding the claim.

SIGNATURES

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