Miscellaneous Vinyl Sign

MISCELLANEOUS VINYL SIGN AGREEMENT

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

WHEREAS

WHEREAS, Client requires the design, fabrication and optional installation of vinyl signage for Client premises or other authorized locations; and

WHEREAS, Contractor represents that it has the experience, materials and capability to produce and, if selected, install vinyl signs in accordance with the specifications agreed by the Parties; and

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

1. SCOPE OF WORK

Contractor shall provide the services and deliverables described below in accordance with the specifications, schedule and quality standards set forth in this Agreement.

Client shall approve digital proofs prior to production. Approval method: Production will commence upon Client's written approval and receipt of any required deposit.

2. PAYMENT TERMS

Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law. A late fee of may be assessed for any payment more than days past due.

3. PRODUCTION, DELIVERY AND INSTALLATION

Estimated production lead time: after receipt of approved proofs and deposit. Delivery/installation date estimate: .

Installation selected: Yes    If yes, Contractor will perform installation in a workmanlike manner and in compliance with applicable permits and site rules. Client is responsible for obtaining any required site permissions unless otherwise agreed in writing.

4. TERM AND TERMINATION

Term Start Date: . Term End Date (if applicable): .

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 receiving written notice. Either Party may also terminate for convenience with days' prior written notice; in such event Client shall pay Contractor for all work performed and non-cancellable commitments incurred through the termination date.

5. CONFIDENTIALITY

Each Party agrees that Confidential Information disclosed by the other Party will be kept confidential and used solely for performance under this Agreement. Confidential Information does not include information that is or becomes publicly available other than by breach of this Agreement or information independently developed without use of Confidential Information. The confidentiality obligations shall remain in effect for years following termination or expiration of this Agreement.

6. WARRANTY; LIMITATION OF LIABILITY

Contractor warrants that materials and workmanship will be free from material defects for a period of months from installation or delivery. This warranty does not cover damage due to misuse, vandalism, acts of God, or improper maintenance. Except for liability arising from willful misconduct or gross negligence, each Party's aggregate liability under this Agreement shall not exceed the total fees paid by Client to Contractor under this Agreement.

7. TAXES, PERMITS AND COMPLIANCE

Client is responsible for sales, use, or other taxes, and for obtaining any permits or approvals required by local authorities for signage unless otherwise agreed in writing. Contractor will comply with applicable laws, codes and ordinances in performing the work.

8. INDEMNIFICATION

Each Party shall defend, indemnify and hold harmless the other Party from and against third-party claims, liabilities, losses and expenses arising from the indemnifying Party's negligence or willful misconduct in connection with performance of this Agreement.

9. GOVERNING LAW

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

10. ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with any exhibits or approved proofs incorporated by reference, constitutes the entire agreement between the Parties with respect to the subject matter and supersedes all prior negotiations and understandings. No amendment shall be effective unless in writing and signed by authorized representatives of both Parties.

11. NOTICES

Notices shall be in writing and delivered by hand, certified mail, or commercial courier to the addresses above and shall be effective upon receipt.

12. MISCELLANEOUS

Neither Party may assign this Agreement without the prior written consent of the other Party, except that Contractor may assign to an affiliate or to a purchaser of substantially all of its business relating to this Agreement. If any provision is held unenforceable, the remaining provisions shall remain in full force and effect.

SIGNATURES

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