Promotional Feather Flags

Promotional Feather Flags Agreement

This Promotional Feather Flags Agreement ("Agreement") is entered into as of by and between Client Name: with principal address: ("Client"), and Supplier Name: with principal address: ("Supplier"). Client and Supplier are each a "Party" and collectively the "Parties."

WHEREAS

WHEREAS, Supplier is engaged in the business of manufacturing, printing and supplying promotional feather flags and related mounting hardware and accessories; and

WHEREAS, Client wishes to purchase promotional feather flags for marketing and event purposes and Supplier has represented that it can supply such goods in accordance with the specifications and schedule set forth herein;

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

Scope of Work

Supplier shall provide promotional feather flags and associated services in accordance with the specifications below. Supplier's obligations shall include production, printing, quality inspection and shipment unless otherwise specified.

Payment Terms

Client shall pay Supplier the total sum set forth below in accordance with the following schedule. All amounts are in U.S. dollars unless otherwise agreed in writing.

Taxes and duties: shall be responsible for any sales, use or other taxes assessed in connection with the sale unless a valid exemption certificate is provided.

Delivery and Acceptance

Delivery terms: Supplier shall deliver goods to the delivery location and by the delivery date below. Title and risk of loss shall pass as set forth: .

Acceptance: Client shall inspect delivered goods within business days. Non-conforming goods shall be reported in writing and Supplier shall, at Supplier's option, replace or repair such goods within a commercially reasonable time at Supplier's expense.

Term and Termination

Term: This Agreement commences on Start Date: and continues until End Date: unless earlier terminated according to this Section.

Termination for cause: Either Party may terminate this Agreement upon written notice if the other Party materially breaches any obligation and fails to cure such breach within days after receipt of written notice specifying the breach.

Termination for convenience: Either Party may terminate for convenience upon days' prior written notice. Upon termination, Client shall pay Supplier for all work performed and goods produced up to the effective date of termination, including non-cancellable commitments made in good faith.

Confidentiality

Each Party (the "Receiving Party") shall keep confidential and not disclose to any third party any non-public, proprietary information disclosed by the other Party (the "Disclosing Party"), including but not limited to pricing, artwork, technical specifications and business terms, except to its employees, contractors and agents who have a need to know and are bound by confidentiality obligations no less protective than those herein. Confidential information does not include information that is or becomes publicly available without breach, was rightfully known prior to disclosure, or is independently developed by the Receiving Party.

The Receiving Party shall use the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care. The obligations of confidentiality survive termination of this Agreement for a period of three (3) years, except for trade secrets which shall be protected for as long as they remain trade secrets.

Warranties; Limitation of Liability

Supplier warrants that the goods supplied shall conform to the agreed specifications and be free from material defects in workmanship and materials for a period of from delivery. Supplier's sole and exclusive remedy for breach of this warranty shall be repair, replacement or refund at Supplier's election. EXCEPT FOR THE EXPRESS WARRANTY SET FORTH ABOVE, SUPPLIER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Except for liability arising from gross negligence or willful misconduct, in no event shall either Party be liable for incidental, consequential or punitive damages. Each Party's aggregate liability under this Agreement shall not exceed the total amount paid by Client to Supplier under this Agreement.

Governing Law; Entire Agreement

Governing law: This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to its conflict of laws principles.

Entire agreement: This Agreement, including any attachments or accepted purchase orders expressly incorporated herein, constitutes the entire agreement between the Parties regarding the subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. Any amendment must be in writing and signed by authorized representatives of both Parties.

Miscellaneous

Assignment: Neither Party may assign or delegate its rights or obligations under this Agreement without the prior written consent of the other Party, except that Supplier may assign to a successor in connection with a merger or sale of substantially all of its assets.

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 designate by notice to the other.

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