Business Wallpaper Template

Business Wallpaper Template — Design and Supply Agreement

This Agreement is made between the parties set forth below effective as of the Effective Date entered by the parties. Client Name: Business Address:

Provider Name: Business Address:

RECITALS

WHEREAS, Client operates business premises and desires custom wallpaper design, production and supply for commercial interior application; and

WHEREAS, Provider specializes in wallpaper design, scale reproduction, printing and supply and represents that Provider has the skill, personnel and resources to perform the services described in this Agreement; and

WHEREAS, the parties wish to set forth the terms and conditions under which Provider will design, produce and supply wallpaper for Client's business premises.

SCOPE OF WORK

PAYMENT TERMS

Total Contract Price: $ . Payment shall be made in accordance with the schedule below.

Deposit Amount: $ . Balance Due By: .

Late Payment: Unpaid amounts shall accrue interest at % per month (or the maximum permitted by law), plus a late fee of $ for each delinquent invoice.

Accepted Payment Methods:

TERM AND TERMINATION

This Agreement commences on Start Date: and expires on 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 receipt of written notice. Provider may suspend performance for nonpayment after providing a written notice and a five (5) day opportunity to cure.

CONFIDENTIALITY

Each party shall maintain in confidence all nonpublic business, technical and financial information disclosed by the other party that is marked or reasonably understood to be confidential ("Confidential Information"). Confidential Information excludes information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was rightfully known by the receiving party prior to disclosure; (c) is lawfully received from a third party without restriction; or (d) is independently developed without use of the disclosing party's Confidential Information.

The receiving party shall not disclose Confidential Information to third parties except to its employees, contractors or advisors on a need-to-know basis and who are bound by confidentiality obligations at least as protective as those set forth herein. Upon termination or request, the receiving party shall return or destroy Confidential Information and certify such return or destruction in writing.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Provider retains all intellectual property rights in preliminary designs, design files, source files and tooling created prior to or outside the scope of this Agreement. Upon full payment of amounts due, Provider assigns to Client a perpetual, non-exclusive, non-transferable license to use the final approved wallpaper artwork solely for the premises and purposes set forth in this Agreement, subject to any third-party licenses. Any third-party materials incorporated into the wallpaper shall remain subject to their respective licenses and Client shall be responsible for any required license fees.

WARRANTIES AND LIMITATIONS

Provider warrants that the wallpaper will materially conform to the specifications agreed in writing and be free from defects in materials and workmanship for a period of months from delivery. Provider's sole obligation under this warranty is repair or replacement of defective material at Provider's option. EXCEPT AS EXPRESSLY SET FORTH HEREIN, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law rules. The parties consent to the exclusive jurisdiction of the courts located in that State for disputes arising out of or relating to this Agreement.

ENTIRE AGREEMENT

This Agreement, including all exhibits and attachments signed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous oral and written agreements and understandings. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

ADDITIONAL PROVISIONS

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