Color Document Template

COLOR DOCUMENT TEMPLATE

This General Business Agreement ("Agreement") is made effective as of by and between Client Name: and Service Provider Name: .

WHEREAS

WHEREAS, Client requires color specification, proofing, and related design coordination services related to Client's printed and digital materials; and

WHEREAS, Service Provider has the experience, technical capability, and personnel to provide such services and is willing to perform those services under the terms and conditions set forth in this Agreement; and

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

1. Scope of Work

Service Provider shall perform the color management, color profiling, proof approval, and related production coordination services described below. Deliverables, milestones, and acceptance criteria are specified in the Scope of Work field.

2. Payment Terms

Client shall pay Service Provider the fees set forth below in consideration for the services and deliverables. All fees are stated in U.S. dollars unless otherwise noted.

Late payments shall accrue interest at the rate of on the outstanding balance, compounded monthly, plus any reasonable collection costs incurred by Service Provider.

3. Term and Termination

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach that remains uncured for a period of thirty (30) days after written notice of breach.

4. Confidentiality

"Confidential Information" means trade secrets, technical data, business and marketing plans, customer lists, pricing, color specifications, proofs, and other information designated as confidential or which reasonably should be understood to be confidential. Each party shall: (a) hold Confidential Information in strict confidence; (b) use it only for performance under this Agreement; and (c) not disclose it to third parties except to employees or contractors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement.

Confidentiality obligations shall survive termination or expiration of this Agreement for a period of .

5. Intellectual Property and Deliverables

Unless otherwise agreed in writing, Service Provider retains ownership of pre-existing materials, tools, and methodologies. Upon full payment of amounts due, Client is granted a nonexclusive, perpetual license to use the final color specifications and proofs for the purposes described in the Scope of Work. Any transfer of underlying source files, native color profiles, or equipment calibration settings must be specifically documented and paid for as an additional deliverable.

6. Representations and Warranties; Liability

Each party represents that it has full power and authority to enter into this Agreement. Service Provider warrants that services will be performed in a professional manner consistent with industry standards. EXCEPT AS EXPRESSLY STATED, ALL WARRANTIES ARE DISCLAIMED; NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, OR SPECIAL DAMAGES, AND TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED THE AMOUNTS PAID UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY.

7. Notices

Notices shall be sent to the addresses below by certified mail, courier, or email with confirmation. Notice is effective upon receipt.

8. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. Venue for disputes shall lie in the state or federal courts located in that state.

9. Entire Agreement; Amendment

This Agreement, including any attachments or written change orders signed by both parties, constitutes the entire agreement between the parties and supersedes all prior agreements and understandings relating to the subject matter hereof. No amendment or waiver shall be effective unless in writing and signed by both parties.

10. Miscellaneous

If any provision of this Agreement is held unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except to a successor in interest in connection with a merger or sale of substantially all assets.

Acknowledgment

Each signatory below warrants that they are authorized to enter into this Agreement on behalf of the named party and that the information provided in this Agreement is true and accurate.

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