Miscellaneous Plate Letters

MISCELLANEOUS PLATE LETTERS AGREEMENT

This Agreement is entered into effective as of by and between Provider Name: and Client Name: .

Analysis and Document Purpose

This Agreement governs the design, production, delivery and licensing of miscellaneous plate letters, lettering services, and related deliverables to be provided by Provider to Client. It defines scope, schedule, compensation, confidentiality, remedies and governing law applicable to such commercial services.

Typical sections included herein are recitals, scope of work, payment terms (including deposit and late fees), term and termination provisions, confidentiality obligations, governing law and entire-agreement provisions. Two signing parties are required: Provider and Client.

WHEREAS

WHEREAS, Provider is engaged in the business of designing, fabricating and supplying plate letters, lettering materials, and related signage services; and

WHEREAS, Client desires to engage Provider to provide miscellaneous plate letters and related services under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations in writing.

PARTIES' CONTACT INFORMATION

SCOPE OF WORK

Provider shall perform the work described below and deliver the deliverables specified. Provider shall perform the work in a professional and workmanlike manner consistent with industry standards.

PAYMENT TERMS

Client shall pay Provider as follows. All amounts are in U.S. dollars unless otherwise stated.

If any undisputed amount is not paid within days after the due date, interest shall accrue at per month, calculated monthly, and/or a fixed late fee of may be applied. Client shall also reimburse Provider for reasonable costs of collection, including legal fees.

TERM AND TERMINATION

This Agreement commences on and continues until unless earlier terminated in accordance with this Section.

Either party may terminate for convenience upon days' prior written notice. Either party may terminate immediately for material breach that is not cured within days after written notice specifying the breach. Upon termination Client shall pay Provider for all work performed and materials ordered through the effective date of termination and any non-cancellable commitments.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means non-public business, technical and commercial information disclosed by a party ("Disclosing Party") to the other ("Receiving Party"), including designs, specifications, pricing, customer lists, prototypes, production methods and any non-public terms of this Agreement. Confidential Information does not include information that: (a) is or becomes generally known to the public through no breach of this Agreement by Receiving Party; (b) was in Receiving Party's possession prior to receipt from Disclosing Party as evidenced by written records; (c) is rightfully received by Receiving Party from a third party without restriction; or (d) is independently developed by Receiving Party without use of Disclosing Party's Confidential Information.

Receiving Party shall protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care, shall use Confidential Information only to perform its obligations under this Agreement, and shall not disclose Confidential Information to third parties except to employees, contractors or affiliates with a need to know who are bound by confidentiality substantially similar to this Section. The obligations in this Section shall survive termination for a period of years.

INTELLECTUAL PROPERTY AND LICENSES

Unless otherwise agreed in writing, Provider retains all right, title and interest in pre-existing intellectual property, tooling, templates and any Provider-owned designs. Provider grants Client a non-exclusive, non-transferable license to use delivered plate letters and artwork solely for Client's internal purposes described in the Scope of Work. Any custom artwork or new designs commissioned by Client shall be owned by Client    Provider, subject to a separate written assignment if selected. Parties acknowledge that assignment must be expressly set forth to be effective.

WARRANTIES; LIMITATION OF LIABILITY

Provider warrants that deliverables will materially conform to the Scope of Work for a period of days following delivery. Client's sole remedy for breach of warranty is repair or replacement of non-conforming items, or refund of paid amounts for such items at Provider's option. Except for the express warranty set forth, Provider disclaims all other warranties, express or implied. Neither party shall be liable for incidental, consequential, special or punitive damages, and the aggregate liability of either party for any claim arising under this Agreement shall not exceed the total fees actually paid by Client under this Agreement.

INDEMNIFICATION

Each party shall indemnify and hold harmless the other party from and against any third-party claims, liabilities, losses or expenses (including reasonable attorneys' fees) arising from its gross negligence or willful misconduct, or from breach of its representations, warranties or confidentiality obligations under this Agreement.

GOVERNING LAW; DISPUTE RESOLUTION

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 shall first attempt to resolve disputes in good faith through negotiation. If unresolved within 30 days, disputes shall be resolved by final and binding arbitration conducted in the county where Provider's principal place of business is located, unless the parties agree otherwise in writing.

ASSIGNMENT

Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

ENTIRE AGREEMENT

This Agreement, including any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous negotiations, understandings and agreements, whether written or oral. Any amendment to this Agreement must be in writing and signed by authorized representatives of both parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth in the Parties' Contact Information section or such other address as either party may designate in writing. Notices shall be deemed given upon receipt.

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