Legal Embroidery Agreement

LEGAL EMBROIDERY AGREEMENT

This Legal Embroidery Agreement ("Agreement") is made and entered into as of by and between Embroiderer Name: , with principal place of business at , and Client Name: , with principal place of business at .

RECITALS

WHEREAS, Embroiderer is engaged in the business of providing embroidery services, including the production of embroidered goods and application of embroidered designs; and

WHEREAS, Client desires to engage Embroiderer to produce embroidered Deliverables in accordance with specifications described in this Agreement, and Embroiderer is willing to provide such services under the terms set forth herein; and

WHEREAS, the parties intend to establish the rights and responsibilities of each party with respect to artwork, production, delivery, payment, confidentiality and intellectual property.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

1. DEFINITIONS

1.1 "Work" means the embroidery services and manufacturing tasks to be performed by Embroiderer pursuant to this Agreement.

1.2 "Deliverables" means completed embroidered items, samples, proofs, and digital embroidery files produced for Client pursuant to an Order.

1.3 "Specifications" means the written instructions, artwork, colors, dimensions, placement and stitch types provided by Client or agreed in writing by the parties.

2. SCOPE OF WORK

2.1 Embroiderer shall perform the Work and deliver the Deliverables in accordance with Specifications set forth in this Agreement and in any written Order approved by both parties. Client shall provide any materials or artwork identified as Client-supplied.

3. ARTWORK, RIGHTS AND LICENSES

3.1 Client represents and warrants that Client either owns or is authorized to use all intellectual property contained in any artwork, logos, designs or text supplied to Embroiderer. Client grants Embroiderer a non-exclusive, non-transferable license to reproduce and use Client-supplied artwork solely for the purpose of performing the Work under this Agreement.

3.2 Embroiderer retains ownership of embroidery digitization files and stitch files created specifically by Embroiderer for Client, subject to the limited production license granted to Client in writing. If the parties wish to transfer full ownership of digitized files, such transfer must be set forth in a separate written agreement and may be subject to additional fees.

3.3 Client shall indemnify and hold Embroiderer harmless from any claim, loss, fine or expense (including reasonable attorneys' fees) arising out of a claim that Client-supplied artwork infringes a third party's intellectual property rights.

4. PRICING AND PAYMENT

4.1 Fees: Client shall pay Embroiderer the fees set forth in the Order. All fees are stated in United States dollars and do not include applicable sales or use taxes, duties or shipping costs unless expressly stated.

4.2 Payment Terms: Unless otherwise agreed in writing, Client shall pay the deposit prior to commencement of production and the remaining balance within days of delivery or acceptance, whichever occurs first. Overdue amounts shall accrue interest at per month.

5. PRODUCTION, DELIVERY AND ACCEPTANCE

5.1 Lead Time and Delivery: Embroiderer will use commercially reasonable efforts to meet production lead times. Estimated lead time is days from receipt of deposit and approved artwork. Delivery dates are estimates only and time is not of the essence unless expressly agreed in writing.

5.2 Risk of Loss and Shipping: Risk of loss for physical Deliverables passes to Client upon tender to the carrier. Client is responsible for shipping charges unless otherwise agreed.

5.3 Acceptance: Client shall inspect Deliverables promptly upon receipt and provide written notice of rejection or accepted exceptions within business days. Failure to timely notify Embroiderer shall constitute acceptance.

6. WARRANTIES AND DISCLAIMER

6.1 Embroiderer warrants that Deliverables will conform to Specifications and be free from defects in workmanship for a period of days from delivery. Embroiderer's sole obligation under this warranty is limited to repair or replacement of defective Deliverables at Embroiderer's option.

6.2 EXCEPT AS EXPRESSLY PROVIDED ABOVE, EMBROIDERER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. COLOR VARIATIONS, SHRINKAGE OF TEXTILES AND MINOR VARIANCES IN STITCH DENSITY ARE NOT CONSIDERED DEFECTS UNLESS THEY MATERIALLY AFFECT THE FUNCTION OF THE DELIVERABLE.

7. INDEMNIFICATION

7.1 Client shall indemnify, defend and hold Embroiderer and its affiliates, officers, directors and employees harmless from and against any and all third-party claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of: (a) Client's breach of its representations or warranties under this Agreement; (b) infringement or alleged infringement of any third-party intellectual property rights by Client-supplied artwork; or (c) Client's negligence or willful misconduct.

7.2 Embroiderer shall indemnify Client for claims directly resulting from Embroiderer's gross negligence or willful misconduct in performance of the Work, subject to the limitations set forth in Section 8.

8. LIMITATION OF LIABILITY

8.1 EXCEPT FOR LIABILITY ARISING FROM EMBROIDERER'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE.

8.2 EMBROIDERER'S AGGREGATE LIABILITY FOR DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY CLIENT TO EMBROIDERER FOR THE SPECIFIC ORDER GIVING RISE TO THE CLAIM.

9. CONFIDENTIALITY

9.1 Each party shall maintain in confidence and shall not disclose to any third party any confidential or proprietary information disclosed by the other party in connection with this Agreement, including designs, pricing, samples and customer lists, except as required by law or as necessary to perform the Work. Confidential information does not include information that is publicly known through no fault of the receiving party.

10. TERM AND TERMINATION

10.1 Term: This Agreement commences on the Effective Date and continues until completion of the Work unless earlier terminated in accordance with this Section.

10.2 Termination for Cause: Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within days after receipt of written notice.

10.3 Effects of Termination: Upon termination, Client shall pay Embroiderer for all Work performed and non-cancelable costs incurred up to the effective date of termination. Sections concerning payment, intellectual property, confidentiality, indemnification and limitation of liability shall survive termination.

11. NOTICES

11.1 All notices under this Agreement must be in writing and delivered by personal delivery, certified mail (return receipt requested), or overnight courier to the addresses set forth below or to such other address as a party designates by notice in accordance with this Section.

12. AMENDMENTS; WAIVER

12.1 No amendment to this Agreement will be effective unless in writing and signed by authorized representatives of both parties. Failure by either party to enforce any provision will not constitute a waiver of that provision or any other provision.

13. GOVERNING LAW; VENUE

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 submit to the exclusive jurisdiction of the state and federal courts located within that state for any dispute arising out of this Agreement.

14. ENTIRE AGREEMENT; SEVERABILITY; COUNTERPARTS

14.1 Entire Agreement: This Agreement, together with any written Orders executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.

14.2 Severability: If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect.

14.3 Counterparts: This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures delivered by electronic means shall be accepted as originals.

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