Proofing Document Softproof

PROOFING DOCUMENT SOFTPROOF

Client Name:    Provider Name:

Project Name:    Proof ID:

Date of Proof:    Submitted By:

RECITALS

WHEREAS, Provider Name: is engaged in the provision of digital proofing, prepress, and related production services; and

WHEREAS, Client Name: desires to obtain a softproof for the Project Name: under the terms set forth herein; and

WHEREAS, the parties intend that this Proofing Document Softproof set forth the scope, deliverables, approval protocol, and limitations governing the softproof review and acceptance;

SCOPE OF WORK

Files Submitted with this Proof:

PROOFING INSTRUCTIONS AND ACCEPTANCE

Proof Deadline:    Turnaround Expectation:

PDF    JPEG    TIFF    InDesign Package    Other:

Approve as Final (release to production)    Approve with Minor Corrections    Reject — Revise Required

Number of Revisions Included:    Additional Revision Fee:

PAYMENT TERMS

TERM AND TERMINATION

Term Commencement Date:    Term Expiration Date:

Either party may terminate this Agreement upon written notice to the other party delivered at least prior to the effective date of termination. Termination shall not relieve Client of obligations to pay for work performed and expenses incurred through the effective date of termination.

Either party may terminate for material breach if the breaching party fails to cure such breach within 14 days of written notice. Termination for cause shall be without prejudice to any other remedies available at law or equity.

CONFIDENTIALITY

Each party acknowledges that during the performance of this Agreement it may receive Confidential Information of the other party. "Confidential Information" means non-public information disclosed in connection with this Agreement. Each party shall: (a) hold Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party except to employees or contractors with a need to know and who are bound by equivalent confidentiality obligations; and (c) use Confidential Information solely to perform its obligations under this Agreement. Confidential Information does not include information that is or becomes publicly available without breach of this Agreement, is independently developed without use of the other party's Confidential Information, or is required to be disclosed by law (provided the disclosing party gives the other party prompt notice and cooperates in any protective action).

REPRESENTATIONS, LIMITATIONS, AND WARRANTIES

Provider represents that it will perform the proofing services in a professional manner consistent with industry standards. Client represents that it has the authority to submit the materials and to approve them for reproduction. Provider's liability for claims arising out of or related to this Agreement shall be limited to direct damages not to exceed the total fees paid by Client for the specific Project associated with the claim. Provider is not responsible for color variance between the softproof and final printed output caused by differences in monitor calibration, print substrate, printing process, or conditions under which the final product is produced unless Provider expressly provides calibrated proofing services and such services are separately invoiced and paid.

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 disputes through good faith negotiation. If negotiation fails, disputes shall be resolved by binding arbitration in the county in which Provider maintains its principal place of business, in accordance with the rules of the arbitration forum agreed by the parties.

ENTIRE AGREEMENT

This Agreement, together with any attachments, schedules, and incorporated documents (including the Scope of Work and submitted files), constitutes the entire agreement between Client and Provider with respect to the subject matter and supersedes all prior and contemporaneous communications, proposals, and agreements, whether oral or written. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

NOTICES

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