Product Packaging Box Template

PRODUCT PACKAGING BOX TEMPLATE AGREEMENT

This Product Packaging Box Template Agreement (Agreement) is entered into as of by and between Client Name: and Vendor Name: .

WHEREAS

WHEREAS, Client manufactures, markets, or distributes the product described as ; and seeks a professional packaging box template suitable for dieline production, print, and finishing.

WHEREAS, Vendor possesses design, dieline, and production capabilities and agrees to produce a packaging box template that conforms to the specifications and deliverables set forth in this Agreement.

WHEREAS, the parties desire to document the scope, payment, delivery, confidentiality, and ownership rights regarding the Template.

SCOPE OF WORK

Vendor shall design, prepare, and deliver a print-ready packaging box template (Template) in accordance with the technical and aesthetic requirements set forth below and in the detailed description provided by Client. Vendor will prepare dieline, cut and fold lines, bleed, safe-area indicators, and artwork placement layers as part of the Template deliverables.

PAYMENT TERMS

Client shall pay Vendor for the Template as set forth below. All fees are exclusive of sales tax unless otherwise required by law. Client shall timely pay undisputed amounts in accordance with the Payment Schedule.

Late payment shall accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by law on any overdue amount from the due date until paid. Vendor may suspend further deliverables if Client fails to pay undisputed amounts within days after written notice.

DELIVERY & REVISIONS

Additional revisions beyond the included number will be billed at Vendor's standard hourly rate as set forth in the payment schedule. Client is responsible for timely providing artwork, copy, and approvals; delays by Client may extend scheduled delivery dates.

TERM AND TERMINATION

This Agreement shall commence on the Start Date and continue until the completion of the deliverables, unless earlier terminated as provided herein.

Either party may terminate for material breach if the breaching party fails to cure such breach within the Notice Period after receipt of written notice specifying the breach. Termination shall not relieve Client of the obligation to pay for services performed and expenses incurred prior to termination.

CONFIDENTIALITY

Each party may disclose Confidential Information to the other party in connection with the performance of this Agreement. "Confidential Information" means non-public information that is designated as confidential or that a reasonable person would understand to be confidential under the circumstances. Confidential Information does not include information that is (i) publicly known through no breach of this Agreement, (ii) lawfully received from a third party without restriction, or (iii) independently developed without use of the other's Confidential Information.

Each party shall: (a) hold the other's Confidential Information in strict confidence; (b) not disclose it to third parties except to those employees, contractors, or professional advisors with a need to know who are bound by confidentiality obligations; and (c) use it only to perform obligations under this Agreement. Confidential obligations survive termination for a period of three (3) years, or longer if required by applicable law for trade secrets.

OWNERSHIP AND INTELLECTUAL PROPERTY

Upon full payment of amounts due under this Agreement, Vendor assigns to Client all right, title, and interest in the final Template as delivered in the agreed file formats, excluding Vendor's pre-existing tools, templates, internal processes, and software ("Vendor Materials"). Vendor retains a non-exclusive right to use Vendor Materials for marketing and portfolio purposes, provided no Confidential Information of Client is disclosed.

WARRANTY & INDEMNITY

Vendor warrants that the Template will materially conform to the specifications described in the Scope of Work. Vendor's sole obligation for nonconforming deliverables is, at Vendor's option, to cure the nonconformity or refund the fees paid for the nonconforming deliverable. Except for the foregoing warranty, the Template is provided "AS IS" and Vendor disclaims all other warranties.

Each party shall indemnify and hold harmless the other from any third-party claims arising from the indemnifying party's breach of representations, warranties, or third-party intellectual property infringement to the extent caused by that party's materials or actions.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflicts of law principles. Any litigation arising out of this Agreement shall be brought in the state or federal courts located in the chosen jurisdiction, and the parties submit to personal jurisdiction therein.

ENTIRE AGREEMENT

This Agreement, including exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. Any modification or amendment must be in writing and signed by authorized representatives of both parties.

The parties represent and warrant that they have the authority to enter into this Agreement and that the individuals executing below are authorized signatories.

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