Photo Hamper Template

PHOTO HAMPER AGREEMENT TEMPLATE

This Photo Hamper Agreement (the Agreement) is made as of by and between Photo Provider: with address and Client Name: with address .

RECITALS

WHEREAS, Provider is engaged in the business of producing, printing and assembling photographic products and curated gift hampers comprising prints, albums, and related presentation materials; and

WHEREAS, Client desires to engage Provider to prepare one or more photo hampers in accordance with the specifications, schedule and terms set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows.

SCOPE OF WORK

PAYMENT TERMS

Total Price: $ payable as set forth below. Payments are due in United States dollars unless otherwise agreed in writing.

Late Payment: Any amount not paid when due shall accrue interest at compounded monthly, and Client shall be responsible for reasonable collection costs.

TERM AND TERMINATION

This Agreement commences on and shall continue until completion of the services and final delivery on or before , unless earlier terminated as provided below.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within days after written notice. Provider may suspend work if Client fails to pay any undisputed amount when due.

CONFIDENTIALITY

Each party (Receiving Party) will hold in confidence and not disclose to any third party all non-public information and materials disclosed by the other party (Disclosing Party) that are 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 Confidential information includes unpublished photographs, client lists, pricing, production specifications and digital files.

The obligations in this section shall survive termination of this Agreement for a period of years, except that trade secrets shall remain confidential for as long as they retain trade secret status.

DELIVERY AND ACCEPTANCE

Client shall inspect delivered hampers within days of delivery and shall notify Provider in writing of any nonconformance. Absent timely written notice, the hampers shall be deemed accepted.

INTELLECTUAL PROPERTY

Provider retains copyright and ownership of all photographic masters and negatives unless an express transfer is agreed in writing. Upon full payment, Provider grants Client a non-exclusive, worldwide license to use the delivered prints and digital files for personal, non-commercial purposes unless a commercial license is expressly granted.

LIMITATION OF LIABILITY & WARRANTY

Provider warrants that the services will be performed with commercially reasonable skill and care. EXCEPT FOR THE FOREGOING WARRANTY, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL PROVIDER'S AGGREGATE LIABILITY EXCEED THE TOTAL AMOUNTS PAID BY CLIENT UNDER THIS AGREEMENT.

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 law principles.

ENTIRE AGREEMENT

This Agreement, including any attachments and specifications referenced herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, representations and understandings of the parties, whether written or oral. No amendment to this Agreement is effective unless in writing and signed by both parties.

NOTICES

All notices required or permitted hereunder shall be in writing and delivered to the addresses set forth above or to such other address as either party may specify in writing. Notice shall be effective upon personal delivery, confirmed electronic delivery, or three days after deposit with a nationally recognized overnight courier.

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