Printworks Document Template

Printworks Document Template

This Printworks Services Agreement ("Agreement") is entered into as of by and between Printworks Provider: with principal place of business at , and Client Name: with principal place of business at .

Recitals

WHEREAS, Provider is engaged in the business of producing printed materials, including but not limited to design, pre-press, printing, finishing, and delivery of printed goods; and

WHEREAS, Client desires to engage Provider to perform printing and related services for the project described herein and Provider agrees to provide such services under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties wish to set forth their respective rights and obligations regarding the printing services, deliverables, payment and confidentiality.

Project Identification

Scope of Work

Provider shall perform printing services and deliver the Deliverables described below in accordance with the specifications, quantities, materials, and schedule set forth in this Agreement. Provider will perform services in a professional manner consistent with industry standards.

Due Date:

Due Date:

Payment Terms

Total Project Fee: . Payment shall be made as follows:

Payment is due within days of invoice receipt. Invoices will be issued by Provider upon completion of each milestone or as otherwise specified above.

Late Fee: Unpaid amounts will accrue interest at a rate of from the due date until paid in full. Client shall also be responsible for any collection costs, including reasonable attorney fees.

Term and Termination

Term Commencement Date: . Term Expiration Date: .

Either party may terminate this Agreement for convenience upon written notice to the other party at least days prior to the effective termination date. Termination for material breach may be immediate if the breaching party fails to cure within 15 days after receipt of written notice of breach.

In the event of termination, Client shall pay Provider for all work performed and materials procured through the effective date of termination, and Provider shall deliver all completed and in-process work to Client upon payment.

Confidentiality

Each party acknowledges that it may receive Confidential Information of the other. "Confidential Information" includes unpublished designs, pricing, specifications, customer lists, trade secrets, business plans and any non-public information marked or reasonably understood to be confidential. Each receiving party shall (i) hold Confidential Information in strict confidence, (ii) restrict disclosure to employees and subcontractors who have a need to know, and (iii) use the same degree of care as it uses to protect its own confidential information but no less than reasonable care.

Confidentiality obligations shall remain in effect for a period of years following termination of this Agreement, except for Confidential Information that constitutes a trade secret which shall be protected for so long as it remains a trade secret under applicable law.

Intellectual Property

Except as expressly set forth otherwise in writing, Client shall retain all rights, title and interest in and to Client's pre-existing materials and any content provided to Provider. Provider hereby assigns to Client all right, title and interest in the final printed Deliverables upon full payment, subject to Provider's right to retain copies for records and quality control. Provider warrants that any third-party materials used in the Deliverables are properly licensed and that Provider will indemnify Client for claims arising from infringement due to Provider's materials or processes.

Warranties and Limitations of Liability

Provider warrants that the services will be performed in a professional manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES. PROVIDER'S AGGREGATE LIABILITY FOR ANY CLAIM ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles. The parties shall first attempt to resolve any dispute through good faith negotiation. If negotiation fails, the parties agree to binding arbitration in the county where Provider's principal place of business is located unless the parties mutually agree otherwise.

Entire Agreement

This Agreement, together with any attached schedules, purchase orders and approved change orders, 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 oral or written. No amendment or modification of this Agreement will be effective unless in writing and signed by authorized representatives of both parties.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or such other address as a party may specify in writing. Notices shall be deemed given upon personal delivery, two days after deposit in a nationally recognized overnight courier, or five days after mailing by certified mail.

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