Print Shop Services Agreement

PRINT SHOP SERVICES AGREEMENT

This Print Shop Services Agreement ("Agreement") is entered into as of by and between Client Name: and Print Shop Name: .

RECITALS

WHEREAS, Client desires to procure printing, finishing, and related services for promotional, retail, or internal use in accordance with specifications and schedules set forth herein; and

WHEREAS, Provider operates a professional print shop capable of producing printed materials meeting Client's requirements and is willing to perform such services under the terms and conditions of this Agreement; and

WHEREAS, the parties wish to document the scope, payment, delivery, confidentiality, and other terms governing their relationship.

1. SCOPE OF WORK

Provider shall perform printing and related production services as described in the project specifications below ("Services"). Provider shall produce materials in accordance with Client-supplied artwork, proof approvals, material specifications, quantities, and delivery schedule set forth in this Section.

2. PAYMENT TERMS

Client agrees to pay Provider for the Services in accordance with the following payment terms. All amounts are stated in U.S. Dollars unless otherwise indicated.

Unless otherwise stated in an invoice, payment is due within days of invoice receipt. Late payments shall incur a late fee equal to per month (or the maximum lawful rate) on the outstanding balance, plus any reasonable collection costs and attorneys' fees incurred by Provider.

3. TERM AND TERMINATION

This Agreement shall commence on the Start Date and continue until the Services are completed and final payment is made, unless earlier terminated as provided herein.

Start Date:    End Date:

Either party may terminate this Agreement for material breach by the other party that remains uncured for days after written notice. Provider may suspend work immediately upon nonpayment. Upon termination, Client shall pay Provider for all Services performed and costs incurred through the effective date of termination, including reasonable wind-down costs.

4. CONFIDENTIALITY

Each party acknowledges that in the performance of this Agreement it may receive or have access to Confidential Information of the other party. "Confidential Information" means non-public information disclosed in any form that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.

Recipient shall (a) hold Confidential Information in strict confidence, (b) not disclose Confidential Information to any third party except as expressly permitted in this Agreement, and (c) use Confidential Information solely to perform its obligations under this Agreement. The foregoing obligations shall not apply to information that: (i) is or becomes generally known to the public through no breach of this Agreement by Recipient; (ii) was lawfully in Recipient's possession prior to disclosure; or (iii) is independently developed by Recipient without use of the disclosing party's Confidential Information.

Confidentiality obligations shall survive termination of this Agreement for a period of unless a longer period is required by law.

5. INTELLECTUAL PROPERTY

Client represents and warrants that it owns or has secured all rights, licenses, and permissions necessary to provide artwork, logos, fonts, and other materials to Provider for reproduction. Client shall retain ownership of Client-provided artwork. Provider shall retain ownership of Provider-developed templates, processes, and prepress work unless otherwise assigned in writing.

Upon full payment, Provider grants Client a non-exclusive license to use the final printed deliverables for the purposes specified in this Agreement. Provider shall not assert any claim against Client for infringement arising from Client's authorized use of the deliverables.

6. DELIVERY, ACCEPTANCE, AND SHIPPING

Delivery terms shall be as specified in the Scope of Work. Provider shall use commercially reasonable efforts to meet agreed delivery dates but shall not be liable for delays caused by Client changes, delays in Client approval, force majeure, or carrier delays.

Title to and risk of loss for printed materials shall pass to Client upon delivery to the carrier or upon Client pickup, as applicable. Client shall inspect delivered goods within days and notify Provider in writing of any nonconformity. Failure to timely notify Provider shall constitute acceptance.

7. WARRANTIES; LIMITATION OF LIABILITY; INDEMNITY

Provider warrants that the Services will be performed in a professional and workmanlike manner consistent with industry standards. THE FOREGOING WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES. PROVIDER'S AGGREGATE LIABILITY ARISING FROM OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS ACTUALLY PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT.

Client agrees to indemnify, defend, and hold Provider harmless from and against any claims, losses, liabilities, damages, and expenses (including reasonable attorneys' fees) arising out of Client-supplied materials that infringe third-party rights or violate applicable law, except to the extent such claims arise from Provider's gross negligence or willful misconduct.

8. 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. Venue for any dispute hereunder shall be the state or federal courts located in the county in which Provider's principal place of business is located, and the parties consent to personal jurisdiction therein.

9. ENTIRE AGREEMENT; AMENDMENT

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

10. MISCELLANEOUS

Force majeure: Neither party shall be liable for delays or failures in performance caused by events beyond its reasonable control, including acts of God, natural disasters, labor disputes, or governmental actions. The affected party shall promptly notify the other and use reasonable efforts to mitigate the impact.

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except that Provider may assign to an affiliate or in connection with a sale of substantially all of its assets.

Notices: All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party designates by notice. Notices shall be deemed given upon personal delivery, one business day after overnight courier, or three business days after deposit in the U.S. mail, postage prepaid.

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