Personalization Proof Document

Personalization Proof Document

Vendor Name:    Vendor Contact:

Client Name:    Client Contact:

RECITALS

WHEREAS, Vendor is engaged in the business of producing personalized goods and services and represents that it has the experience, personnel and facilities to perform the work described herein; and

WHEREAS, Client has requested that Vendor prepare a personalization proof and proceed to produce the personalized items described in this document under the terms and conditions set forth below;

WHEREAS, this Personalization Proof Document sets forth the proof details, approvals, payment terms and contractual commitments between the parties.

SCOPE OF WORK

PROOF SPECIFICATIONS

Font / Typeface:    Font Size:    Color / Finish:

Placement / Positioning Instructions:

Quantity:    Unit Description:    Unit Price:

PAYMENT TERMS

Total Amount Due: $

Deposit Amount: $    Balance Due: $

Late Payment Fee:    Returned Payment Charge:

TERM AND TERMINATION

Contract Start Date:    Contract End Date (or anticipated completion):

Termination Notice Period (days):

Either party may terminate this agreement for material breach if the breaching party does not cure such breach within the notice period specified above. Termination shall not relieve Client of its obligation to pay for work already performed or goods already produced in reliance on Client's approval.

CONFIDENTIALITY

Each party agrees to keep confidential and not disclose to any third party any non-public information received from the other party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential information shall not include information that is publicly available through no breach of this agreement, received from a third party without restriction, or independently developed without use of the other party’s confidential information.

Upon termination or upon the disclosing party's request, all confidential materials shall be returned or destroyed and any copies shall be certified as destroyed upon request.

WARRANTY, LIABILITY AND APPROVAL

Vendor warrants that the personalization will conform to the approved proof. Except as expressly provided herein, Vendor disclaims all other warranties, express or implied, including merchantability and fitness for a particular purpose. Vendor’s liability for any claim arising out of or related to this agreement shall be limited to direct damages not to exceed the total fees paid by Client for the specific order and shall not include consequential, incidental or punitive damages.

Client acknowledges that typographical or content errors in the proof are Client’s responsibility. By approving the proof below, Client authorizes Vendor to proceed with production and accepts responsibility for the accuracy of all text, spelling, punctuation, layout and color selections.

I, the undersigned Client, approve the proof as shown and authorize Vendor to proceed with production. I understand that production will reflect the exact proof approved here and that production may not be stopped once commenced.

GOVERNING LAW

This agreement shall be governed by and construed in accordance with the laws of the jurisdiction identified below without regard to its conflict of laws principles.

ENTIRE AGREEMENT

This document, together with any attachments, purchase orders and approved proofs 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 written or oral. Any amendment or modification must be in writing and signed by both parties.

MISCELLANEOUS PROVISIONS

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 Vendor may assign to a successor entity in connection with a merger or sale of substantially all of its assets.

Notices: Notices required under this agreement shall be in writing and delivered to the contact information set forth above or as otherwise provided in a written amendment signed by both parties.

Sign Now