Fashion Design Dress Forms

FASHION DESIGN DRESS FORMS AGREEMENT

This Agreement is made and entered into as of Date: by and between Client Name: (hereinafter "Client") and Manufacturer/Supplier Name: (hereinafter "Supplier"). The Client and Supplier are each a "Party" and collectively the "Parties."

RECITALS

WHEREAS, Client engages in fashion design and requires custom dress forms and related manufacturing services to support sample creation, fittings, and product development; and

WHEREAS, Supplier has the capability and resources to manufacture, finish, and deliver dress forms consistent with Client specifications, measurements, and quality standards; and

WHEREAS, the Parties desire to set forth the terms governing manufacture, delivery, payment, confidentiality, and ownership of materials and designs relating to the dress forms.

SCOPE OF WORK

Supplier shall manufacture and supply dress forms in accordance with Client specifications, samples, and this Agreement. The detailed description of the work to be performed, including technical specifications, tolerances, surface finish, and fitting requirements, is set forth below and in any attachments incorporated by reference in writing by the Parties.

Custom molds or tooling required Specific padding/pattern application required

Acceptance: Client shall inspect delivered dress forms within Acceptance Period: days of delivery and may reject nonconforming units. Supplier shall, at its option, repair or replace nonconforming units at Supplier's expense within a commercially reasonable period.

PAYMENT TERMS

Contract Price (Total): $ . Client shall pay Supplier in accordance with the payment schedule below.

Invoices are due Net days from invoice date. Overdue amounts shall accrue interest at per month (or the maximum permitted by law). Supplier may suspend performance for payments overdue by more than days after written notice of default.

TERM AND TERMINATION

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this Section.

Either Party may terminate for convenience upon providing written notice at least days prior to termination. Either Party may terminate for material breach if the breaching Party fails to cure such breach within days after receipt of written notice describing the breach. Upon termination, Client shall pay Supplier for all conforming goods delivered and accepted and for work in process reasonably allocable to Client.

CONFIDENTIALITY

"Confidential Information" means all non-public business, technical and design information disclosed by one Party ("Disclosing Party") to the other ("Receiving Party"), including patterns, measurements, design files, samples, pricing, tooling specifications, and customer lists. Receiving Party shall not disclose Confidential Information to any third party except to its employees and contractors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement.

Confidentiality obligations shall survive for a period of years following termination or expiration of this Agreement, except that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law.

INTELLECTUAL PROPERTY; TOOLING

Client retains all right, title and interest in and to Client's designs, patterns, CAD files, and other intellectual property provided to Supplier. Supplier is granted a limited, non-exclusive, revocable license to use such materials solely to fulfill its obligations under this Agreement.

Tooling and molds created specifically for Client's designs shall be owned by: Client Supplier Joint or other (describe in Scope of Work)

WARRANTIES AND LIMITATIONS

Supplier warrants that delivered dress forms will conform to the specifications set forth in the Scope of Work and will be free from material defects in workmanship for a period of days from the date of acceptance. Supplier's sole obligation under this warranty shall be, at Supplier's option, to repair or replace defective units or issue a credit.

EXCEPT AS EXPRESSLY PROVIDED, NEITHER PARTY MAKES ANY OTHER WARRANTIES, AND ALL IMPLIED WARRANTIES INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

INDEMNIFICATION

Each Party shall indemnify, defend and hold harmless the other Party from and against any third-party claims arising out of the indemnifying Party's gross negligence or willful misconduct in connection with this Agreement, subject to the indemnified Party's compliance with notification and mitigation obligations. Neither Party shall be liable for consequential or incidental damages except to the extent resulting from gross negligence or willful misconduct.

GOVERNING LAW; JURISDICTION

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. The Parties submit to the exclusive jurisdiction of the courts located in for resolution of disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, together with any written attachments or schedules signed by both Parties, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior proposals, representations, and agreements, whether written or oral. Any modifications must be in writing and signed by authorized representatives of both Parties.

NOTICES

The Parties shall deliver notices in writing to the addresses listed above or to such other address as either Party may designate by written notice in accordance with this section.

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