Fashion Headdress Template

FASHION HEADDRESS TEMPLATE

This Agreement is made and entered into as of by and between Designer Name: with principal address and Client Name: with principal address .

RECITALS

WHEREAS, Designer develops, sources and manufactures bespoke fashion headdresses, including but not limited to structural headpieces, millinery components, trims and ornamental features, and possesses technical skill, trade knowledge, and supplier relationships necessary to produce such items; and

WHEREAS, Client desires to retain Designer to design, prototype and, if applicable, manufacture the headdress described as in accordance with the specifications and schedule set forth herein; and

WHEREAS, the parties intend to set forth their respective rights and obligations with respect to design, production, delivery, payment and ownership of the resulting work product.

SCOPE OF WORK

PAYMENT TERMS

Total Fee: $ . A non-refundable deposit of $ is due upon execution of this Agreement.

Late Payment: If any amount due is not paid within days after the due date, interest shall accrue at a rate of on the unpaid balance until paid. Client shall also be responsible for reasonable collection costs.

TERM AND TERMINATION

Term Commencement Date: . Term Expiration Date: .

Either party may terminate this Agreement for convenience upon providing days' prior written notice. Either party may terminate for material breach if the breaching party fails to cure such breach within thirty (30) days after receiving written notice specifying the breach.

CONFIDENTIALITY

Each party acknowledges that during the course of performance it may receive Confidential Information of the other party, including technical data, trade secrets, material specifications, cost information, fit patterns and customer lists. "Confidential Information" shall not include information that is or becomes publicly available through no fault of the receiving party, is independently developed without use of the disclosing party's Confidential Information, or is rightfully received from a third party without breach of any obligation of confidentiality.

The receiving party shall: (a) hold Confidential Information in strict confidence; (b) restrict disclosure to employees, contractors or suppliers on a need-to-know basis who are bound by confidentiality obligations; and (c) use Confidential Information only for performance under this Agreement. The obligations of confidentiality shall continue for a period of years following termination or expiration of this Agreement.

INTELLECTUAL PROPERTY AND USE

Designer shall retain all right, title and interest in pre-existing designs, technical know-how and trade dress owned by Designer. All new designs, drawings and physical prototypes created specifically under this Agreement (collectively, "Work Product") shall be owned as follows:

Unless otherwise expressly agreed in writing, upon full payment of all amounts due, Designer assigns to Client all worldwide right, title and interest in and to the specific Work Product described in the Scope of Work for the purposes set forth therein, subject to Designer's retained moral rights and the rights of third-party suppliers. Designer reserves the right to use images and descriptions of the Work Product for Designer's portfolio and promotional materials unless Client selects the portfolio restriction option below.

Client requires Designer to refrain from using images or descriptions of the Work Product in Designer's portfolio or promotion without Client's prior written consent.

DELIVERY, INSPECTION AND ACCEPTANCE

Delivery Deadline: . Designer shall deliver goods to the delivery location specified by Client. Client shall inspect delivered items within days and either accept or provide a written notice of defects. Failure to provide timely notice shall constitute acceptance.

WARRANTIES, LIMITATION OF LIABILITY AND INDEMNITY

Designer warrants that the Work Product will substantially conform to the Scope of Work and will be free from defects in materials and workmanship for a period of ninety (90) days following acceptance. EXCEPT FOR THE FOREGOING EXPRESS WARRANTY, THE WORK PRODUCT IS PROVIDED "AS IS" AND DESIGNER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Except for willful misconduct or gross negligence, neither party shall be liable to the other for consequential, incidental, special or punitive damages arising out of this Agreement. Each party shall indemnify, defend and hold harmless the other from third-party claims arising out of the indemnifying party's negligence, breach of this Agreement, or infringement of third-party intellectual property rights.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflicts of law principles. The parties agree to attempt to resolve disputes first through good-faith negotiation and, if unresolved, through binding arbitration in the county of the governing law state unless otherwise agreed in writing.

ENTIRE AGREEMENT

This Agreement, including any attachments and the Scope of Work, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings and agreements, whether written or oral. Any modification to this Agreement must be in writing and signed by both parties.

Sign Now