Custom Unit Decal Template

CUSTOM UNIT DECAL TEMPLATE AGREEMENT

This Custom Unit Decal Template Agreement (the Agreement) is entered into on Effective Date: by and between Client Name: and Supplier Name: .

RECITALS

WHEREAS, Client desires to procure custom unit decal templates for application to units of the Client's products or equipment, including but not limited to branding artwork, safety markings, serial identification, and unit numbering; and

WHEREAS, Supplier has the capability to produce, supply, and deliver decal templates and related artwork production services in accordance with the specifications and schedules set forth in this Agreement; and

WHEREAS, the parties wish to set forth the terms and conditions governing production, approval, delivery, payment, confidentiality, and ownership of decal artwork and templates.

SCOPE OF WORK

Gloss Laminate Matte Laminate UV Coating Reflective

ARTWORK, PROOFS, AND ACCEPTANCE

Supplier shall prepare initial artwork proofs based on Client-provided source files and instructions. Client shall review and provide written approval or requested revisions within calendar days of delivery of each proof. Failure to respond within that period shall constitute acceptance of the submitted proof for production.

Supplier retains the right to make minor adjustments for print fidelity (color matching, trimming tolerances) provided such adjustments do not materially change the approved design. Any material design changes shall require a revised approval and may entail additional charges.

PAYMENT TERMS

Total Project Fee: $

Late Payment: Any undisputed amount not paid when due shall accrue interest at the rate of or the maximum lawful rate, whichever is less. Client shall also be responsible for reasonable collection costs and attorneys' fees incurred by Supplier in collecting late payments.

TERM AND TERMINATION

Term Commencement Date: . Term Expiration Date: .

Either party may terminate this Agreement for convenience upon days' prior written notice. Termination for cause may be effected by either party upon written notice if the other party materially breaches any term of this Agreement and fails to cure such breach within days after receipt of written notice specifying the breach.

Upon termination, Client shall pay Supplier for all goods and services performed and accepted through the effective date of termination, including any non‑cancelable production costs incurred in reliance on Client's order.

CONFIDENTIALITY

Each party shall maintain in confidence all non-public information and materials disclosed by the other party that are designated as 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: (a) publicly known through no wrongful act of the receiving party; (b) already in the bona fide possession of the receiving party prior to disclosure; or (c) rightfully received from a third party without restriction.

Receiving party shall use Confidential Information solely for performance under this Agreement and shall not disclose it to third parties except to employees, agents, or contractors on a need-to-know basis who are bound by confidentiality obligations no less protective than those in this Agreement. Upon termination or upon written request, receiving party shall return or destroy Confidential Information and certify destruction if requested.

INTELLECTUAL PROPERTY AND LICENSE

Ownership of pre-existing intellectual property remains with the originating party. Supplier grants Client a non-exclusive, non-transferable license to use the delivered decal templates and artwork solely in connection with Client's units and as expressly set forth in this Agreement. Unless otherwise agreed in writing, Supplier retains ownership of production files and templates, provided Supplier grants Client a license to reproduce supplied artwork for the quantities purchased under this Agreement.

DELIVERY AND RISK OF LOSS

Supplier shall deliver decals in accordance with the delivery schedule set forth in the Scope of Work. Risk of loss passes to Client upon Supplier's delivery to the carrier at origin unless otherwise agreed in writing. Shipping, insurance, and applicable duties shall be the responsibility of .

LIMITATION OF LIABILITY

Except for liability arising from willful misconduct or gross negligence, neither party shall be liable to the other for indirect, incidental, special, consequential, or punitive damages, including lost profits. The aggregate liability of either party arising from or related to this Agreement shall not exceed the total amount paid by Client to Supplier under this Agreement.

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 principles.

ENTIRE AGREEMENT

This Agreement, including any exhibits and purchase orders incorporated by reference, constitutes the entire agreement between the parties relating to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

NOTICES

All notices under this Agreement shall be in writing and shall be delivered to the addresses set forth below or to such other address as either party may designate by notice. Notices shall be deemed given upon personal delivery, two business days after deposit with a commercial overnight carrier, or five business days after deposit in the U.S. mail, postage prepaid.

MISCELLANEOUS PROVISIONS

Relationship of Parties: The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship. Assignment: Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that Supplier may assign to an affiliate or in connection with a merger or sale of substantially all assets.

Sign Now