Custom Bottle Opener Template

Custom Bottle Opener Template

This Custom Bottle Opener Agreement ("Agreement") is entered into as of Effective Date: by and between Client Name: and Manufacturer Name: .

WHEREAS

WHEREAS, Client desires to procure the design, manufacture and delivery of custom bottle openers in accordance with the specifications set forth in this Agreement; and

WHEREAS, Manufacturer represents that it has the skill, facilities and experience to design and produce the custom bottle openers and is willing to provide such goods and related services under the terms and conditions of this Agreement.

WHEREAS, the parties intend that the manufacture and delivery be performed in accordance with the Scope of Work, payment schedule and other terms set forth below.

SCOPE OF WORK

Manufacturer will provide digital artwork proofs for Client approval. Client shall approve or provide requested changes within business days of receipt. Failure to respond within that period shall constitute approval for production to commence.

PAYMENT TERMS

Client shall pay Manufacturer the amounts set forth below in consideration for the goods and services described in this Agreement.

Late payments shall incur a late fee of per month on any unpaid balance, compounded monthly, and Manufacturer may suspend production if payments are delinquent for more than days after written notice.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and continue until End Date: unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon written notice delivered at least days prior to the effective termination date. Either party may terminate for material breach if such breach remains uncured for a period of days after receipt of written notice specifying the breach.

CONFIDENTIALITY

Each party shall hold in confidence and not disclose to any third party any confidential or proprietary information disclosed by the other party in connection with this Agreement, including but not limited to artwork, specifications, pricing and customer lists ("Confidential Information"), except as required by law. Confidential Information will be retained in confidence for a period of years following termination of this Agreement. The obligations herein do not apply to information that is or becomes publicly available through no breach of this Agreement or is independently developed by the receiving party.

INTELLECTUAL PROPERTY

All original designs, tooling patterns and artwork produced specifically for Client under this Agreement shall be the property of Client upon full payment of amounts due. Manufacturer retains the right to use images of the finished products for portfolio and promotional purposes unless Client checks the box below to restrict such use.

INSPECTION, ACCEPTANCE AND WARRANTY

Client shall inspect delivered goods within days of delivery and must provide written notice of any nonconformity. Failure to provide timely notice shall constitute acceptance. Manufacturer warrants the goods to be free from defects in materials and workmanship for a period of days from date of delivery. Manufacturer's sole obligation under this warranty is repair or replacement of defective goods at Manufacturer's expense.

CHANGE ORDERS

Any changes to the Scope of Work, including quantity, materials or delivery schedule, must be made by written change order signed by both parties. Change orders may result in adjustments to price and delivery schedule as reasonably determined by Manufacturer.

TAXES, SHIPPING AND TITLE

Unless otherwise stated, prices exclude sales, use or other taxes and shipping charges, which shall be the responsibility of Client. Title to goods passes to Client upon delivery to the carrier at Manufacturer's facility unless parties agree otherwise in writing.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party shall indemnify and hold harmless the other against third-party claims arising from its own negligence or willful misconduct. Except for indemnification for bodily injury or gross negligence, Manufacturer's aggregate liability under this Agreement shall not exceed the total amounts paid by Client to Manufacturer under this Agreement.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of . Any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration in the county of the governing state or by mutual agreement of the parties.

ENTIRE AGREEMENT

This Agreement, including any attached exhibits or executed change orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, representations or agreements, whether written or oral. Any amendment must be in writing and signed by authorized representatives of both parties.

NOTICES

Notices required under this Agreement shall be delivered in writing to the addresses set forth below or to such other address as either party may designate in writing.

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