Fashion Business Document

Fashion Design and Production Agreement

This Fashion Design and Production Agreement ("Agreement") is entered into as of by and between:

WHEREAS

WHEREAS, Client engages Designer to provide original fashion design, pattern development, sample creation, and production services for the collection described herein (the "Work"); and

WHEREAS, Designer represents that Designer has the capability, personnel, equipment and expertise to perform the Work in accordance with the specifications, quality standards, and delivery schedules set forth in this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations regarding the design, manufacture, delivery and ownership of designs, patterns and finished goods.

1. SCOPE OF WORK

Designer shall provide the services and deliverables described below. Deliverables include design concepts, technical sketches, graded patterns, fit samples, production samples, and finished goods as specified by Client and accepted by mutual written approval.

2. PAYMENT TERMS

Client shall pay Designer the compensation set forth below in consideration for the Work. All amounts are exclusive of applicable taxes, duties and shipping unless otherwise stated.

Late payments shall incur interest at % per month (or the maximum permitted by law), commencing on the date payment is due and continuing until paid in full. Client is also responsible for any costs of collection, including reasonable attorneys' fees.

3. TERM AND TERMINATION

This Agreement commences on and shall continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate immediately for material breach if such breach remains uncured for thirty (30) days after written notice specifying the breach. Upon termination, Client shall pay Designer for all Work performed and non-cancellable commitments incurred through the effective date of termination.

4. CONFIDENTIALITY

Each party shall maintain in confidence all non-public information disclosed by the other party that is designated confidential or that would reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Confidential Information includes designs, patterns, technical specifications, materials sources, pricing, customer lists and business plans.

Receiving party shall not use Confidential Information except to perform its obligations under this Agreement, and shall not disclose Confidential Information to third parties except to its employees, contractors or agents who need to know and who are bound by confidentiality obligations no less protective than those set forth herein. Upon termination or upon request, receiving party shall promptly return or destroy all Confidential Information and certify such return or destruction in writing.

5. INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Designer assigns to Client all right, title and interest in and to final approved artwork, patterns and designs created specifically for Client under this Agreement upon full payment of all fees due. Designer retains ownership of Designer's pre-existing designs, general techniques, know-how and improvements not created specifically for Client. Client acknowledges that Designer may retain copies of materials for archival and compliance purposes but will not exploit Designer's pre-existing materials in a manner that infringes Designer's retained rights.

6. REPRESENTATIONS; WARRANTIES; QUALITY

Designer represents and warrants that the Work delivered under this Agreement shall conform to the specifications and will be free from material defects in workmanship and materials for a period of ninety (90) days after delivery. Designer warrants that it has the right to grant the rights and licenses granted herein and that the Work will not infringe third-party intellectual property rights. EXCEPT AS EXPRESSLY SET FORTH HEREIN, ALL OTHER WARRANTIES ARE DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

7. INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims, liabilities, damages and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's breach of this Agreement, negligent acts or willful misconduct, or the indemnifying party's violation of applicable law.

8. INSURANCE; COMPLIANCE

Designer shall maintain commercially reasonable insurance coverages appropriate for its operations, including product liability and employer's liability where applicable. Designer shall comply with all applicable laws and industry standards concerning labor, materials, labeling and product safety.

9. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT, FRAUD, A PARTY'S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS, OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY FOR ANY CLAIM ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO DESIGNER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRIOR TO THE CLAIM.

10. GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to principles of conflict of laws. The parties shall first attempt in good faith to resolve any dispute by negotiation. If unresolved, the parties agree to submit the dispute to binding arbitration in accordance with the rules of a recognized arbitration institution mutually agreed by the parties, held in the same state specified above.

11. ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any exhibits and accepted specifications, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and representations. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

12. MISCELLANEOUS

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

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