Business SWAG Document

BUSINESS SWAG AGREEMENT

This Business SWAG Agreement ("Agreement") is entered into as of by and between:

Supplier Name:    Client Name:

WHEREAS

WHEREAS, Supplier is engaged in the design, manufacture and supply of promotional merchandise, branded apparel and ancillary promotional items commonly referred to as "swag"; and

WHEREAS, Client desires to procure certain promotional items and related services from Supplier under the terms and conditions set forth herein; and

WHEREAS, Supplier agrees to produce, deliver and, where applicable, store such items and to provide artwork handling, proofing and fulfillment services in accordance with this Agreement.

SCOPE OF WORK

Supplier shall provide the goods and services described below. Client acknowledges that descriptions, sizes, colors and quantities are subject to Supplier's manufacturing tolerances and available inventories unless otherwise agreed in writing.

Itemized Order (if applicable)

Item 1:  Qty:  Unit Price:

Item 2:  Qty:  Unit Price:

Item 3:  Qty:  Unit Price:

PAYMENT TERMS

Total Contract Price: $

Late Payment Fee:   Any payment not received within days of the due date shall accrue the above late fee.

Payment Methods: Bank Transfer Check Credit Card

DELIVERY AND INSPECTION

Delivery Terms: Supplier shall deliver goods to the agreed delivery location. Title and risk of loss pass to Client upon delivery to the carrier, unless otherwise agreed in writing.

Samples and Proofs: Supplier will provide samples and/or digital proofs when required. Client must approve samples in writing prior to bulk production. Approval constitutes acceptance of color, dimensions and artwork reproduction tolerances.

Inspection and Acceptance: Client shall inspect shipped goods within days of receipt and shall notify Supplier in writing of any nonconformity. Failure to timely notify constitutes acceptance.

TERM AND TERMINATION

Term Commencement Date:   Term Expiration Date:

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; Client shall remain liable for reasonable costs and work performed through the effective termination date, including any non‑refundable production costs.

CONFIDENTIALITY

Each party will hold in confidence and not disclose any proprietary, technical, business or marketing information disclosed by the other party and marked confidential or that a reasonable person would understand to be confidential ("Confidential Information"). Confidential Information does not include information that is (a) publicly known through no fault of the recipient, (b) rightfully received from a third party without restriction, or (c) independently developed without use of the disclosing party's Confidential Information. The obligations of confidentiality survive termination for a period of three (3) years.

INTELLECTUAL PROPERTY & ARTWORK

Client represents and warrants that it owns or has licensed all rights in any artwork or trademarks provided to Supplier for reproduction. Client grants Supplier a non-exclusive, limited license to reproduce Client's artwork solely for performance of this Agreement. All tooling, dies and custom art produced by Supplier remain Supplier's property unless expressly purchased in writing.

LIMITATION OF LIABILITY & INDEMNIFICATION

Supplier's liability for any claim arising out of this Agreement shall be limited to the amount paid by Client to Supplier for the particular goods or services giving rise to the claim. Neither party shall be liable for consequential, incidental, special or punitive damages. Client shall indemnify and hold Supplier harmless from third party claims arising from Client-provided artwork or Client's misuse of the goods.

TAXES; COMPLIANCE

Prices do not include taxes, duties, or customs assessments. Client is responsible for all sales, use, excise, and other taxes, except taxes based on Supplier's net income. Each party shall comply with applicable laws and regulations in performing its obligations.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by the laws of the State of without regard to conflict of law principles. The parties shall attempt to resolve disputes through good faith negotiations prior to pursuing litigation.

ENTIRE AGREEMENT

This Agreement, together with any attached exhibits and written purchase orders expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior proposals, negotiations and understandings. Any amendment must be in writing and signed by both parties.

MISCELLANEOUS

Notices under this Agreement shall be delivered to the addresses set forth above and are effective upon receipt. If any provision is held invalid, the remaining provisions shall remain in full force. Headings are for convenience only and do not affect interpretation.

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