Business Tag Template

BUSINESS TAG TEMPLATE — SERVICES AGREEMENT

Agreement Date:

Client Name:   Provider Name:

RECITALS

WHEREAS, Client engages Provider to design, produce and deliver business tags, labels, or related printed/accessory tags (collectively, "Tags") in accordance with the specifications and schedules set forth in this Agreement; and

WHEREAS, Provider has represented that it possesses the expertise, equipment, and personnel necessary to perform the services and deliver the Tags under the terms herein, and Client desires to engage Provider on the terms set forth in this Agreement.

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

SCOPE OF WORK

PAYMENT TERMS

All payments are due net as set forth in the Payment Schedule. Provider may suspend performance if Client fails to pay any undisputed amount within 10 days of written notice of nonpayment. Client shall pay all reasonable costs of collection, including attorneys' fees, for overdue amounts.

TERM AND TERMINATION

Commencement Date:    Expiration Date:

Either party may terminate this Agreement for material breach by the other party if such breach is not cured within the notice period specified above after receipt of written notice. Termination for convenience by Client requires payment for all work performed and non-cancellable commitments incurred by Provider through the effective date of termination.

CONFIDENTIALITY

Each party shall maintain in confidence all proprietary information disclosed by the other party that is marked confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Confidential Information shall not include information that is or becomes publicly available through no fault of the receiving party or that is independently developed by the receiving party without use of the disclosing party's Confidential Information.

The receiving party shall use Confidential Information solely to perform its obligations under this Agreement and shall not disclose Confidential Information except to its employees, agents, or subcontractors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement. Remedies for breach include injunctive relief and any other remedies available at law or equity.

INTELLECTUAL PROPERTY

Unless otherwise set forth in writing, Client retains all right, title and interest in any artwork, trademarks, trade names, or copy provided to Provider for inclusion on the Tags. Provider shall retain ownership of its pre-existing tooling, dies, plates, and production processes. Upon full payment, Provider assigns to Client all copyright and ownership in newly created Tag artwork identified as deliverables in the Scope of Work, except that Provider retains a non-exclusive right to use client-approved Tag imagery for Provider's portfolio and marketing purposes.

DELIVERY, ACCEPTANCE, AND WARRANTY

Delivery is F.O.B. Provider's facility unless otherwise agreed. Client shall inspect delivered Tags within five business days of receipt and provide written notice of any nonconformity. Provider will, at Provider's option, replace or repair nonconforming Tags that are reported in accordance with this paragraph. Provider warrants that the Tags will conform to the specifications set forth in the Scope of Work for a period of 30 days after acceptance.

INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims, liabilities, damages and expenses arising from the indemnifying party's gross negligence, willful misconduct, or breach of its representations, including infringement claims arising from the indemnifying party's supplied artwork, except to the extent such claims arise from the other party's improper use or modification.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified above without regard to conflict of laws principles. The parties shall attempt to resolve disputes promptly by negotiation. If negotiation fails, either party may pursue any available legal or equitable remedies.

ENTIRE AGREEMENT

This Agreement, together with any exhibits and the Scope of Work, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. No amendment or waiver shall be effective unless in writing and signed by both parties.

ADDITIONAL PROVISIONS

CONTACT INFORMATION

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