Color Layout Document

COLOR LAYOUT DOCUMENT

RECITALS

This Color Layout Document (the "Agreement") is entered into as of by and between Client Name: and Provider Name: .

WHEREAS, Client requires color layout services for printed and digital materials, including color specification, proofing, and final file preparation; and

WHEREAS, Provider possesses the technical capability and experience to prepare color layouts and related deliverables in accordance with agreed specifications and industry standards.

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

PARTIES AND CONTACT INFORMATION

SCOPE OF WORK

Provider will prepare color layouts, proofs, and final production files (collectively, "Deliverables") described below. Provider shall perform the Services with professional skill and care in accordance with industry practice.

PAYMENT TERMS

All sums payable under this Agreement are exclusive of taxes unless otherwise stated. Provider may suspend performance for non-payment following ten (10) days' written notice of delinquency.

TERM AND TERMINATION

This Agreement commences on and, unless earlier terminated in accordance with this Agreement, ends on .

Either party may terminate this Agreement for material breach if the breaching party fails to cure the breach within the notice period specified above. Termination shall not relieve Client of any payment obligations for Services performed or Deliverables accepted prior to termination.

CONFIDENTIALITY

Each party acknowledges that during performance it may receive Confidential Information of the other party. "Confidential Information" means non-public business, technical, and financial information disclosed in any form. Each party shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) protect Confidential Information with the same degree of care it uses to protect its own confidential information but not less than reasonable care; and (c) not disclose Confidential Information to third parties except to employees, contractors or advisors who have a need to know and are bound by confidentiality obligations no less protective than those in this Agreement.

Confidential Information does not include information that: (i) is or becomes publicly known without breach of this Agreement; (ii) is lawfully received from a third party without restriction; or (iii) is independently developed without the use of Confidential Information. A party may disclose Confidential Information to the extent required by law, provided it gives the other party prompt notice to seek protective relief.

INTELLECTUAL PROPERTY

Subject to Client's payment in full of all sums due under this Agreement, Provider assigns to Client all right, title and interest in the final, approved Deliverables created specifically for Client hereunder. Provider retains all rights in Provider's pre-existing materials, tools, processes and general know-how. If Client requires transfer of underlying source files or Provider's tools, such transfer must be agreed in writing and may be subject to additional fees.

WARRANTIES, LIMITATION OF LIABILITY AND INDEMNITY

Provider warrants that the Services will be performed in a professional manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES. PROVIDER'S AGGREGATE LIABILITY FOR DIRECT DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT FOR THE APPLICABLE SERVICES.

Client shall indemnify and hold Provider harmless from claims arising from the Client's materials, instructions, or approvals; Provider shall indemnify Client from claims arising from Provider's breach of third-party intellectual property rights in the Deliverables created exclusively for Client.

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.

MISCELLANEOUS

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

Severability: If any provision of this Agreement is held invalid or unenforceable, the remainder will remain in full force and effect. Waiver of any breach shall not constitute a waiver of any other or subsequent breach.

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