Marketing Door Magnets Template

MARKETING DOOR MAGNETS AGREEMENT

This Agreement is entered into between Client Name: and Vendor Name: (each a "Party" and together the "Parties") as of Effective Date: .

WHEREAS

WHEREAS, Client desires to procure marketing door magnets for promotional distribution and Vendor has expertise and facilities to design, produce and deliver printed door magnets in accordance with Client's specifications; and

WHEREAS, the Parties wish to set forth the terms and conditions under which Vendor will produce, deliver and, where applicable, install such door magnets, including specifications, pricing, schedules, and ownership of artwork and prints.

NOW, THEREFORE, in consideration of the mutual covenants and promises set forth below, the Parties agree as follows:

SCOPE OF WORK

SPECIFICATIONS & PRODUCTION

Finish Options (select applicable):

Lamination, front

Lamination, back

Rounded corners Die-cut

ARTWORK, PROOFS & APPROVALS

Client will supply final artwork in vendor-approved file formats. Proofs will be provided electronically unless otherwise agreed. Vendor will commence production only after receipt of written approval by Client.

DELIVERY & ACCEPTANCE

PAYMENT TERMS

Client shall pay Vendor the total contract price in accordance with the schedule below. All amounts are due in U.S. dollars unless otherwise stated. Payments not received within the time specified shall incur late fees as set forth below.

TERM AND TERMINATION

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated in accordance with the terms below.

Either Party may terminate for cause if the other Party materially breaches this Agreement and fails to cure within the notice period specified above. Termination shall not relieve Client of the obligation to pay for services rendered and goods delivered prior to termination, including reasonable costs incurred for work-in-progress.

CONFIDENTIALITY

Each Party shall maintain in confidence all non-public information disclosed by the other Party in connection with this Agreement and shall use such information solely to perform its obligations under this Agreement. Confidential information does not include information that is or becomes generally available to the public through no fault of the receiving Party, or is rightfully received from a third party without restriction.

INTELLECTUAL PROPERTY

Client retains ownership of Client-supplied artwork. Vendor is granted a limited, non-exclusive license to reproduce Client's artwork solely for the purpose of fulfilling this Agreement. Vendor warrants that it will not use Client artwork for other clients or promotional purposes without Client's prior written consent.

WARRANTIES; LIMITATION OF LIABILITY

Vendor warrants that products will conform to the specifications set forth in this Agreement and will be free from defects in materials and workmanship for a period of thirty (30) days following acceptance. Vendor’s sole obligation for breach of this warranty shall be, at Vendor’s option, repair or replacement of nonconforming goods or refund of the portion of the purchase price attributable to such goods. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES.

INDEMNIFICATION

Each Party shall indemnify, defend and hold harmless the other Party from and against any third-party claims arising from the indemnifying Party’s negligence, willful misconduct or breach of this Agreement, including reasonable attorneys’ fees and costs.

GOVERNING LAW

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.

ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, representations, and communications, whether written or oral. Any amendment or modification must be in writing and executed by authorized representatives of both Parties.

NOTICES

Notices to the Parties shall be sent to the addresses set forth below and shall be deemed given upon delivery by hand, one business day after dispatch by overnight courier, or three business days after deposit in the U.S. mail, postage prepaid.

MISCELLANEOUS

The Parties are independent contractors and nothing in this Agreement creates a partnership, joint venture or agency relationship. If any provision of this Agreement is found invalid or unenforceable, the remaining provisions will remain in full force and effect.

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