Event Ramadan Button

EVENT RAMADAN BUTTON

This General Business Agreement ("Agreement") is made and entered into as of by and between the following parties:

WHEREAS

WHEREAS, Organizer operates religious and cultural events and has requested Supplier to design, produce, and deliver a commemorative Event Ramadan Button (the "Button") for distribution at the Organizer's Ramadan event; and

WHEREAS, Supplier has the capability and agrees to provide the design, production, quality control, and timely delivery of the Button in accordance with the terms set forth in this Agreement; and

WHEREAS, the parties desire to set forth their respective obligations, payment terms, confidentiality protections, and remedies in writing.

SCOPE OF WORK

Supplier shall perform the following services in connection with the Event Ramadan Button:

PAYMENT TERMS

Total Contract Amount: $

Deposit Amount (due on execution): $    Final Payment Due:

Late Payment: Any undisputed amount not paid within days of invoice due date shall accrue interest at or the maximum rate permitted by law, whichever is less. Supplier may suspend production or delivery for payments more than 30 days overdue after written notice.

TERM AND TERMINATION

Term Commencement Date:    Term Expiration Date:

Either party may terminate this Agreement for cause upon material breach by the other party if such breach is not cured within days after written notice. Either party may terminate without cause by providing days' advance written notice. Termination shall not relieve Organizer of obligation to pay for work performed or delivered prior to termination.

CONFIDENTIALITY

Each party (the "Receiving Party") shall maintain in confidence all non-public, proprietary, or confidential information disclosed by the other party (the "Disclosing Party") in connection with this Agreement ("Confidential Information"). Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was rightfully known to the Receiving Party prior to disclosure; (c) is received from a third party without breach of any obligation of confidentiality; or (d) is independently developed without use of the Disclosing Party's Confidential Information.

The Receiving Party shall use Confidential Information solely for performance of this Agreement and shall not disclose it to any third party except to employees, contractors, or agents who need to know and who are bound by confidentiality obligations at least as protective as those herein. Upon termination or request, the Receiving Party shall return or destroy Confidential Information and certify such return or destruction in writing.

DELIVERY, INSPECTION, AND ACCEPTANCE

Supplier shall deliver Buttons in accordance with the delivery schedule in the Scope of Work. Title and risk of loss pass to Organizer upon delivery to the agreed delivery location unless otherwise agreed in writing. Organizer shall inspect delivered Buttons within days and shall provide written acceptance or rejection specifying nonconforming items. Supplier shall correct nonconformities promptly at Supplier's expense.

WARRANTIES AND LIMITATIONS

Supplier warrants that Buttons shall conform to the agreed specifications and be free from material defects in workmanship and materials for a period of 90 days from acceptance. EXCEPT AS EXPRESSLY SET FORTH HEREIN, SUPPLIER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES, EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT OR GROSS NEGLIGENCE.

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 law principles. Exclusive venue for any dispute arising under this Agreement shall be the state or federal courts located within that state, subject to the parties' right to seek injunctive relief in any competent jurisdiction.

ENTIRE AGREEMENT

This Agreement, together with any exhibits or attachments signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. No amendment or modification shall be effective unless in writing and signed by authorized representatives of both parties.

NOTICES

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