Fill and Sign the Printing Contract Form

Printing Contract with Company that Owns Monthly Magazine Agreement made on the ____________________________ (date) , between ________________________________ (Name of Printer) , a corporation organized and existing under the laws of the state of _______________________, with its principal office located at ______________ ________________________________________________________________ (street address, city, county, state, zip code) , referred to herein as Printer , and ___________________________________ (Name of Owner of Magazine) , a corporation organized and existing under the laws of the state of _______________________, with its principal office located at ______________ ________________________________________________________________ (street address, city, county, state, zip code) , referred to herein as Owner . Now, therefore, for and in consideration of the mutual covenants contained in this agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: WORK UNDERTAKEN 1. Owner hereby retains the services of the Printer to print its monthly publication: _____________________________________ (Name of Magazine) , commencing with the _________________ (Month) , _____________ (Year) , edition. Printer hereby undertakes to perform all services necessary to print, bind, package and ship the magazines on a monthly basis in accordance with the Owner 's specifications as communicated in writing from time to time and as may be set forth in the schedules to this Agreement. Such services shall include, but not be limited to the following:  CTP plate making, offset make ready, offset printing, and the furnishing of ink;  Binding and trimming;  Newsstand bundling; and  Delivering F.O.B. Printer's dock. 2. The copies of the magazines are to be shipped by truck or rail car as requested by Owner , and Owner shall take payment for all such charges directly to Owner. Notwithstanding any other actual or apparently conflicting language in this Agreement. A. Printer agrees to produce high quality, commercially acceptable Magazines in line with the standard of quality hereinafter defined, unless defective original materials are furnished or a violation of process limitations is involved. B. Without limitation of the obligation of the Printer to take all its usual precaution in relation to the curing of any such defect, Printer shall use its best efforts to inform Owner of such defects in time for correction and consult with Owner on the solution to the problem of such defective materials. C. Countersigned, bound copies of the Magazine acceptable to Owner and Printer will be retained by both Owner and Printer for use as the standard of quality. 3. This Agreement shall apply exclusively to the printed product mentioned in Paragraph One above. Any other products published by the Owner , which are not included herein, shall be negotiated between the Printer and the Owner . 4. Owner will supply the paper to print the magazines in accordance with the Paper Usage Charts , which are attached as Schedule A, and made a part of this Agreement. Printer shall furnish to Owner no later than the 15th of each month a written accounting of all paper received from Owner and consumed during the previous month and all of the remaining stocks. 5. Printer shall take a physical inventory every six months during the term of this Agreement and shall promptly supply the results in writing to Owner , which may audit such inventory report at any time upon four (4) business days' notice to Printer. Should the paper consumption exceed that set forth in Schedule A , Printer shall upon completion of such accounting, at Printer's option, reimburse Owner for such excess either in kind or at the same price per pound, at a rate equal to the average cost of said paper during the accounting period. In the event of a net under consumption, Owner agrees to pay the Printer an amount equal to one-half of the cost of the paper so under consumed, computed at the same rates. The value of under consumption, if any, of one kind or weight of the paper shall be used as a credit against over consumption, if any, of other kinds/weights of paper. Printer shall store up to three months' paper requirements for the printing of the three issues of the Magazine on its premises, at no cost to Owner . 6. Printer agrees to produce and maintain high quality standards of reproduction consistent with industry SWOP standards. Printer shall bear the cost (including paper and ink) of make-goods caused by any error or omission attributable to Printer. Failure to correct errors within sixty (60) days after receipt of written notification, shall be considered as breach of the terms and conditions of this contract and will entitle Owner to cancel this contract on _____ days' notice. PRICE AND PAYMENT 7. The Prices set forth in Schedule B , attached hereto and made a part of this Agreement, include CTP plate making, printing, binding, and mail preparation work and all other services necessary to produce print, bind, package and ship the magazines. Owner shall be invoiced based on the number of copies ordered and delivered as described in this Agreement. The price structure in Schedule B shall be effective as of the date of this Agreement and for a period of one (1) year thereafter, except for the changes described in Paragraph 8 . MISCELLANEOUS TERMS AND CONDITIONS 8. Should there be an increase or reduction in the price of paper, ink, labor and manufacturing, Printer may increase or reduce the prices as follows: A. The increase in the Owner 's costs shall be no greater than the actual increase in the cost incurred by Printer. B. Owner shall be notified fifteen (15) days in advance. C. Printer shall provide all supporting documentation with the notification provided for in this Agreement. 9. The term of this Agreement shall be one year, unless sooner terminated as provided below. This Agreement shall be effective beginning the dated set forth above. 10. Owner shall issue a purchase order for each issue including the print run, the nature of the work, the final quantities and provide shipping documentation. Owner shall issue this purchase order to the Printer no later than fifteen (15) days prior to the scheduled press run start as agreed on by the parties. 11 . Printer shall submit one invoice for each issue. The invoice shall specify in detail satisfactory to Owner the services performed and the prices charged. The terms are net thirty (30) days. The date of the invoice will be the last day of the shipping cycle. The last day of shipping shall be five (5) working days after the shipping date of the attached production schedules to Newsstand Distributors. 12. The production schedule for the year (e.g., 2009-10) ______________ is contained in Schedule C attached hereto and made part hereof. The production schedule may be amended or established for subsequent years as mutually agreed upon by both parties. 13. Owner agrees to provide any Owner -furnished material in accordance with the schedule mutually agreed upon by the parties. Where the Owner does not adhere to the production schedule, final delivery date(s) and/or prices will be subject to re-negotiation. 14. In furtherance and not in derogation of Printer's obligation of due care toward Owner's property, Printer shall cover by insurance the values added by Printer in the form of raw materials, labor, and overhead, against fire, extended coverage perils, vandalism, malicious mischief and sprinkler leakage. Owner will similarly insure its property while on Printer's premises. Owner will also insure its paper throughout the printing process (except waste paper). All waste paper shall become Printer's property. 15. Risk of loss or damage to Owner and title to the finished work shall pass to the Owner upon delivery to a common carrier F.O.B. Printer's shipping dock, or delivery into storage, whichever first occurs. 16. No material furnished by the Owner pursuant to this Agreement shall be subject to any lien(s) of Printer or Printer's creditors of any kind or nature whatsoever, and Printer hereby waives any rights under statute or otherwise to assert any liens on or otherwise distrain Owner 's property, work in progress or the finished product. Printer will take all steps prescribed by law to protect Owner 's interests as they may appear upon any levy or attempted levy by Printer's creditors on the Owner 's property or any finished work or work in progress. Printer shall expeditiously seek to remove any such lien and in any event shall hold Owner entirely harmless therefrom. 17 . Owner may terminate this Agreement effective on written notice if it discontinues publication of the Magazine. 18. Owner shall also be entitled to terminate this Agreement under the following conditions or circumstances: A. Upon written notice, if Printer consistently falls below the standard of quality required by this Agreement. B. Upon the happening of an event of force majeure which prevents or substantially hinders Printer's full performance hereunder (force majeure being defined as an event the non-occurrence of which is relied upon by both parties for the performance of the contract and includes but is not limited to: strikes, war, fire, flood, Acts of God and any other unforeseen events of the same or a different nature not necessarily within the control of either party), Printer shall have the right to remove the work (as to any or all Magazines) to another facility ( Printer's Facility ) provided that within three business days of the occurrence of the event of force majeure Printer provides assurances satisfactory to Owner that the work can be performed at Printer's Facility to the same quality standards and upon the same price terms as herein; failing which, Owner shall have the right to remove the work to another printer of its own choosing for the duration of the event of force majeure. If the event of force majeure continues more than forty-five (45) days, and i) Printer has removed the work to Printer's Facility as provided above, then if Owner is satisfied with the work of Printer's Facility, Printer has the option of continuing this Agreement in full force and effect and upon all terms and conditions hereof, as to all Magazines so removed, except that the work be performed at Printer's Facility; and ii) Owner has removed the work to a printer of its own choice as provided above, then Owner may cancel this Agreement as to any or all Magazines so removed. 19. Either party shall have the right to terminate this Agreement for a material breach which remains uncured more than thirty (30) days after written notice and demand to cure is received specifying the breach; such termination shall be by written notice effective thirty (30) days after receipt; provided always that if in Owner 's reasonable business judgment Printer's breach substantially impairs Owner 's ability to distribute its magazines on time, Owner shall have the right immediately to move the work elsewhere as to any or all Magazines. In any event, upon termination for any cause whatsoever Printer will cooperate fully with Owner in the transition process to a new printer. 20. In the event either of the parties should become insolvent or bankrupt, the other party shall be entitled to terminate this Agreement on no less than thirty (30) days' written notice to the other party or to its estate or successor. 21. Subject to the remainder of this Agreement, upon termination, Owner shall not be liable for any of the Printer's costs: (a) incurred or ordered after notice; (b) which can be cancelled at no loss to the Printer, or (c) in excess of the out-of-pocket loss to the Printer of any unused items sold to other Owner s or third parties or returned to suppliers. In any event, Printer's costs will only include normal manufacturing expenses. 22. Upon the sale of the Magazine, Owner will attempt to have the purchaser continue this Agreement for any unexpired term. LIABILITY FOR CONTENT 23. Owner will indemnify and hold Printer harmless from and against any claims, demands, suits, actions, costs, loss or judgments, including reasonable attorneys' fees, for libel, defamation of character, copyright or trademark infringement, invasion of right of privacy or publicity, patent infringement or invasion of any other right, by any person, firm or entity against the Printer not attributable to Printer's fault and arising out of any material delivered by the Owner or supplied on its behalf to Printer and used by Printer according to Owner 's instructions in producing the Magazines, provided, however, such indemnity shall not include consequential or exemplary damages or lost profits. 24. In like manner Printer shall indemnify and hold Owner harmless from and against any claims, demands, suits, actions, costs, losses or judgments, including reasonable attorneys' fees, for libel, defamation of character, copyright or trademark infringement, invasion of right of privacy or publicity, patent infringement or invasion of any other right, by any person, firm or entity against Owner arising out of any act or omission of Printer in performing its services hereunder, provided, however that such indemnity shall not exceed the value of the contract and shall not include liability for consequential or exemplary damages or lost profits. 25. No indemnification described in the preceding paragraph shall be effective unless the indemnified party shall have given prompt notice of any indemnifiable claim to the indemnifying party. Thereafter the indemnifying party shall at its sole cost and expense defend the claim by counsel of its choosing reasonably acceptable to the indemnified party or at its option instruct the indemnified party to defend but at the indemnifying party's expense. Nothing herein shall prevent any indemnified party from retaining its own counsel at its own expense to advise it or to elect to defend with its own counsel but in such event such defense shall be at the indemnified party's sole expense and risk of liability. No indemnifying party shall conclude a settlement binding on an indemnified party absent the consent of the indemnified party. Should an indemnified party elect to settle or compromise any claim solely as to itself without permission of the indemnifying party, the indemnifying party shall thereafter have no further obligations toward the indemnified party. DISPUTED INVOICES 26. Owner shall not be obligated to pay any portion of any invoice, which it disputes in good faith. Owner shall have sixty (60) days from the receipt of such invoice to notify the Printer in writing of any items which it disputes and shall specify its grounds therefore. Thereafter the parties shall attempt during the next thirty (30) days to attempt to resolve the dispute among themselves in good faith. In no event shall dispute of an invoice by Owner be deemed a breach of this Contract or entitle Printer to stop or distrain work. 27. Notwithstanding anything in this Agreement to the contrary, Printer's continued failure (for any reason whatsoever except events of force majeure) to produce them timely in accordance with the production schedule submitted by the Owner and agreed upon by Printer, shall entitle Owner , on thirty (30) days' notice, to terminate this Agreement and take the work elsewhere. MISCELLANEOUS 28. No Waiver The failure of either party to this Agreement to insist upon the performance of any of the terms and conditions of this Agreement, or the waiver of any breach of any of the terms and conditions of this Agreement, shall not be construed as subsequently waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred. 29. Governing Law This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of ________________. 30. Notices Any notice provided for or concerning this Agreement shall be in writing and shall be deemed sufficiently given when sent by certified or registered mail if sent to the respective address of each party as set forth at the beginning of this Agreement. 31 . Mandatory Arbitration Any dispute under this Agreement shall be required to be resolved by binding arbitration of the parties hereto. If the parties cannot agree on an arbitrator, each party shall select one arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration Association then in force and effect. 32. Entire Agreement This Agreement shall constitute the entire agreement between the parties and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding upon either party except to the extent incorporated in this Agreement. 33. Modification of Agreement Any modification of this Agreement or additional obligation assumed by either party in connection with this Agreement shall be binding only if placed in writing and signed by each party or an authorized representative of each party. 34. Assignment of Rights The rights of each party under this Agreement are personal to that party and may not be assigned or transferred to any other person, firm, corporation, or other entity without the prior, express, and written consent of the other party. 35. Counterparts This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute but one and the same instrument. WITNESS our signatures as of the day and date first above stated. ______________________________ _____________________________ (Name of Printer) (Name of Owner) By: __________________________ By: __________________________ _____________________________ _____________________________ (P rinted name and signature) (P rinted name and signature) _____________________________ ______________________________ _____________________________ ______________________________ (Name and Office in Corporation) (Name and Office in Corporation) ATTACH SCHEDULES