Label Maker Template

LABEL MAKER TEMPLATE AGREEMENT

This Label Maker Template Agreement (the Agreement) is entered into as of Effective Date: by and between:

Client Name:    Client Address:

Provider Name:    Provider Address:

RECITALS

WHEREAS, Client desires the design, configuration and delivery of one or more label maker templates suitable for Client's product labeling, inventory management, packaging, or related identification needs; and

WHEREAS, Provider has expertise and experience in preparing label templates, including layout, file preparation, and output optimization for label printers and label-making software; and

WHEREAS, the parties wish to set forth the terms under which Provider will prepare, deliver and, where applicable, transfer specified rights in the label maker templates to Client.

TEMPLATE IDENTIFICATION

Template Name:

SCOPE OF WORK

Provider will design, configure and deliver label maker templates in accordance with the specifications set forth herein and as further described by Client. The work shall include layout, typographic settings, bleed/margin setup where applicable, file export in agreed formats, and up to the agreed number of revisions.

Label Dimensions (W x H): x    Margin/Bleed:

File Formats to be Delivered:

PAYMENT TERMS

Provider may suspend delivery of final files if invoices are not timely paid. All amounts are payable in lawful currency of the jurisdiction agreed by the parties unless otherwise stated in writing.

TERM AND TERMINATION

This Agreement commences on Start Date: and shall continue until End Date: , unless earlier terminated in accordance with this Agreement.

Either party may terminate for material breach if such breach is not cured within the notice period above. Termination shall not relieve Client of the obligation to pay for work performed and delivered through the effective date of termination.

CONFIDENTIALITY

Each party will hold in confidence and not disclose to any third party Confidential Information disclosed by the other party, and will use Confidential Information only for the purposes of performing this Agreement. Confidential Information does not include information that is or becomes public without breach, independently developed, or rightfully received from a third party without restriction.

  The parties agree that confidentiality obligations are mutual and shall survive termination for a period of .

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Provider retains all rights, title and interest in any pre-existing materials, tools, templates, software code and proprietary processes used by Provider to create the label templates. Upon full payment, Provider grants Client a non-exclusive, non-transferable license to use the delivered templates for Client's internal business purposes as described in this Agreement, subject to any limitations set forth below.

Work for Hire Assignment:   Provider to assign all rights as Work Made For Hire if checked.   Exclusive License:   Grant exclusive rights if checked.

ACCEPTANCE; REVISIONS

Client shall have Acceptance Period: days from delivery to review and either accept or provide written change requests. Provider will perform up to rounds of revisions included in the fee. Additional revisions shall be billed at Provider's standard hourly rate.

DELIVERY

Delivery Method:    Expected Delivery Date:

WARRANTIES; LIMITATION OF LIABILITY

Provider warrants that delivered templates will conform to the agreed specifications at the time of delivery. EXCEPT AS PROVIDED HEREIN, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE DISCLAIMED.

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES. PROVIDER'S AGGREGATE LIABILITY FOR CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT.

NOTICES

GOVERNING LAW; ENTIRE AGREEMENT

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the courts of that state for resolution of disputes arising under this Agreement.

This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral, relating to the subject matter hereof. Any amendment to this Agreement must be in writing and signed by both parties.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The headings in this Agreement are for convenience only and shall not affect interpretation.

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