Marketing Decals & Signs

MARKETING DECALS & SIGNS AGREEMENT

This Marketing Decals & Signs Agreement (the Agreement) is entered into as of by and between:

Client Name:

Vendor / Contractor Name:

WHEREAS

WHEREAS, Client desires professional design, fabrication, supply, and installation of marketing decals, vinyl graphics, and signs described herein for the Client's premises, and Vendor represents that it has the experience, skill, and resources to perform such services in accordance with industry standards; and

WHEREAS, Vendor shall fabricate and install materials provided by Vendor and shall obtain necessary approvals from Client for artwork, materials, and installation scheduling prior to commencing work; and

WHEREAS, the parties wish to set forth their respective rights, duties, and obligations in this Agreement.

SCOPE OF WORK

Project Location:

Artwork Approval Deadline:     Material Specifications (type/finish):

PAYMENT TERMS

Deposit:    Balance Due Upon Completion:

Alternate Schedule / Milestones:

Late Payment: Any undisputed amount not paid when due shall accrue interest at the lesser of 1.5% per month or the maximum lawful rate, and Client shall be responsible for reasonable collection costs and attorneys' fees incurred by Vendor in collecting overdue sums.

TERM AND TERMINATION

Commencement Date:     Estimated Completion Date:

CONFIDENTIALITY

Each party shall maintain in confidence all non-public information disclosed by the other party in connection with this Agreement, including artwork, pricing, trade secrets, and installation methods (Confidential Information). Confidential Information shall not include information that is or becomes publicly known other than through a breach of this Agreement. Confidential information shall be used only for performance under this Agreement and, except as required by law, shall not be disclosed to any third party without prior written consent.

INTELLECTUAL PROPERTY AND ARTWORK

Client represents that Client owns or is licensed to use all artwork, logos, and trademarks submitted to Vendor. Client grants Vendor a non-exclusive, non-transferable license to reproduce and install such artwork for the purposes of this Agreement. Vendor shall not use Client's artwork for any purpose other than performance without Client's prior written consent.

Artwork Approval: Client shall approve final artwork proofs in writing prior to production. Production commenced after Client approval shall be deemed acceptance of the artwork by Client.

DELIVERY, INSTALLATION & ACCEPTANCE

Acceptance: Client will inspect installed work within 5 business days of installation completion and shall provide written notice of any defects. Failure to provide timely notice shall constitute acceptance.

CHANGE ORDERS

Any changes to the Scope of Work, materials, pricing, or schedule shall be made only by written Change Order signed by authorized representatives of both parties. Vendor shall not be required to perform work beyond the Scope of Work without a signed Change Order and appropriate adjustment to schedule and compensation.

INSURANCE, PERMITS & COMPLIANCE

Vendor shall maintain commercial general liability and workers' compensation insurance in amounts customarily maintained by vendors performing similar services and shall comply with applicable laws, codes, and permit requirements. Vendor shall be responsible for obtaining any permits required for installation unless otherwise agreed in writing.

INDEMNIFICATION & LIMITATION OF LIABILITY

Vendor shall indemnify and hold harmless Client from third-party claims arising from Vendor's negligent acts or omissions in performing the services. Notwithstanding the foregoing, neither party shall be liable to the other for special, incidental, punitive, or consequential damages. Vendor's aggregate liability for direct damages shall be limited to the total fees paid by Client under this Agreement for the particular project.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to its conflicts of law principles.

ENTIRE AGREEMENT

This Agreement, together with any written Change Orders and any exhibits hereto, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written.

NOTICES

Notices shall be in writing and delivered by hand, nationally recognized overnight courier, or certified mail, return receipt requested, to the address specified above or to such other address as either party may designate by notice to the other.

MISCELLANEOUS

Independent Contractor: Vendor is an independent contractor and not an employee, agent, or partner of Client. Nothing in this Agreement creates any joint venture, partnership, or agency relationship between the parties.

Force Majeure: Neither party shall be liable for delays or failures to perform caused by circumstances beyond its reasonable control, including acts of God, strikes, governmental orders, or material shortages, provided the affected party gives prompt written notice and uses commercially reasonable efforts to resume performance.

CONTACTS

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