Promotional Mug Template

PROMOTIONAL MUG AGREEMENT

This Promotional Mug Agreement (the "Agreement") is made and entered into on this day of , by and between:

WHEREAS

WHEREAS, Client desires to procure promotional ceramic or insulated mugs bearing Client artwork and branding (the "Products") for distribution in connection with Client's marketing activities; and

WHEREAS, Supplier is engaged in the business of manufacturing, printing, finishing and delivering promotional drinkware and has represented that it has adequate facilities, personnel, materials and skill to perform the services required under this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

SCOPE OF WORK

Supplier shall manufacture, decorate, inspect and deliver the Products in accordance with Client's specifications and approved artwork. Product specifications and production requirements are set out below and in the Scope of Work field.

Client will submit final artwork for Supplier's pre-production proof. Client acknowledges final approval is required prior to production. Approvals (check applicable): Proof required Color match to supplied sample

PAYMENT TERMS

Client shall pay Supplier the amounts set forth below according to the following schedule and conditions.

Typical schedule: Client pays a non-refundable deposit equal to of Total Amount upon execution, with the balance due prior to shipment or within days of invoice, whichever occurs first.

Late Payment: Past due amounts shall incur interest at on the outstanding balance, together with any collection costs and attorney fees reasonably incurred.

TERMS AND TERMINATION

This Agreement commences on the Start Date and continues until the completion of delivery of the Products unless earlier terminated as provided herein.

Start Date:

Estimated Completion / End Date:

Termination for Convenience: Either party may terminate this Agreement upon days' prior written notice. Termination for Cause: Either party may terminate for material breach if the breaching party fails to cure within 15 days of written notice.

DELIVERY AND SHIPPING

CONFIDENTIALITY

Each party shall maintain in confidence all proprietary or confidential information disclosed by the other party, including but not limited to pricing, artwork, customer lists and manufacturing processes ("Confidential Information"). Confidential Information shall not include information that is or becomes publicly available through no fault of the receiving party, is already rightfully known by the receiving party, or is independently developed. Receiving party may disclose Confidential Information to its employees, agents and subcontractors on a need-to-know basis provided they are bound by confidentiality obligations no less protective than those in this Agreement.

LIMITED WARRANTY AND INSPECTION

Supplier warrants that, at delivery, Products will materially conform to the specifications and be free from defects in workmanship. Client shall inspect Products within 10 days of receipt and shall notify Supplier in writing of any nonconformity. Supplier's sole obligation for nonconforming Products shall be, at Supplier's option, repair or replacement or credit of the portion of the purchase price attributable to the nonconforming Products. EXCEPT FOR THE LIMITED WARRANTY PROVIDED HEREIN, SUPPLIER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising from its breach of this Agreement, negligence, willful misconduct or infringement of third-party intellectual property rights, subject to the indemnified party's cooperation and control of the defense.

GOVERNING LAW; ENTIRE AGREEMENT

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of courts located in that state for disputes arising under this Agreement.

This Agreement, including all exhibits and attachments, constitutes the entire agreement between the parties regarding the subject matter and supersedes all prior or contemporaneous agreements, understandings and communications, whether written or oral. Any amendment must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Notices under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate in writing. Failure to exercise a right shall not constitute a waiver. If any provision is held invalid, the remainder shall remain effective.

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