Marketing Plastic Posts Template

MARKETING PLASTIC POSTS AGREEMENT

This Marketing Plastic Posts Agreement (the "Agreement") is entered into as of Effective Date: by and between the parties identified below.

Parties

Recitals

WHEREAS, Client seeks to procure manufactured plastic posts and related marketing hardware for use in field marketing, signage, or promotional displays as described in this Agreement;

WHEREAS, Supplier is engaged in the business of manufacturing, finishing, and supplying plastic posts and has represented that it has the necessary facilities, personnel, and expertise to manufacture and deliver the Products in accordance with the specifications set forth herein;

WHEREAS, the parties desire to set forth the terms and conditions under which Supplier will manufacture, supply, and, if applicable, install the marketing plastic posts for Client.

Scope of Work

Supplier will manufacture, finish, and deliver the marketing plastic posts (the "Products") and provide related services as described in the scope below. Delivery and acceptance criteria shall be governed by the specifications and schedule included in this section.

Payment Terms

Client shall pay Supplier the Total Contract Price as set forth below. All amounts are in U.S. dollars and are exclusive of taxes unless otherwise stated. Supplier will invoice as provided in this section.

Deposit due within days of invoice. Remaining balance due as follows:

Late payments shall accrue interest at a rate of % per month (or the maximum permitted by law, if less), with a minimum late fee of .

Term and Termination

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

Either party may terminate this Agreement for cause if the other party materially breaches any obligation and fails to cure such breach within days after written notice. Either party may terminate for convenience upon days' prior written notice; in such event Client shall pay Supplier for Products completed and reasonable costs incurred prior to termination.

Confidentiality

Each party acknowledges that in the course of performance it may receive Confidential Information of the other party. "Confidential Information" includes non-public business information, pricing, designs, tooling specifications, artwork, and any technical data provided in connection with the Products. Each party shall: (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors, or advisors who have a need to know and are bound by confidentiality obligations at least as protective as those herein.

Obligations under this section will not apply to information that (i) is or becomes publicly available through no fault of the receiving party, (ii) was rightfully known by the receiving party prior to disclosure, (iii) is rightfully received from a third party without confidentiality obligations, or (iv) is independently developed without use of Confidential Information. Disclosure compelled by law is permitted only after prompt notice to the disclosing party and provision of reasonable assistance, at the disclosing party's expense, to seek protective measures.

Warranties; Liability

Supplier warrants that, for a period of from delivery, Products will conform to the specifications set forth in this Agreement and will be free from material defects in material and workmanship. Client's sole and exclusive remedy for breach of this warranty shall be repair or replacement of nonconforming Products, or refund of the purchase price at Supplier's option. Except for the express warranty set forth herein, Supplier disclaims all other warranties, express or implied.

Neither party shall be liable for incidental, consequential, special, or punitive damages arising out of or related to this Agreement, except to the extent liability arises from gross negligence or willful misconduct.

Intellectual Property; Use of Artwork

Client represents and warrants that it owns or has secured rights to use any artwork, logos, or trademarks supplied to Supplier for production. Client grants Supplier a limited, non-exclusive license to use such artwork solely for the manufacture and delivery of the Products and for any reasonable internal marketing or quality-control purposes related to the order, unless otherwise agreed in writing.

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 laws principles. Any dispute arising under this Agreement shall be resolved as set forth below.

Dispute Resolution

The parties shall first attempt in good faith to resolve any dispute arising out of or relating to this Agreement by negotiation between senior representatives. If the dispute is not resolved by negotiation within thirty (30) days, the parties agree to submit the dispute to binding arbitration in accordance with the rules mutually agreed at the time of dispute, with the arbitrator applying the governing law specified above. Each party shall bear its own costs and an equal share of the arbitration fees unless the arbitrator orders otherwise.

Entire Agreement; Amendments

This Agreement, including any exhibits, purchase orders, and specifications expressly incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous

If any provision of this Agreement is held to be invalid or unenforceable, the remainder of this Agreement will remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Supplier may assign to a successor in connection with a merger or sale of substantially all its assets.

Sign Now