Softproof Document Template

Softproof Document Template

This Softproof Document Template (the "Agreement") is made and entered into as of Effective Date: by and between Client Name: with address: and Provider Name: with address: .

WHEREAS

WHEREAS, Client has engaged Provider to prepare, deliver and obtain approval of softproofs and associated pre-press files in connection with Client's project described herein; and

WHEREAS, Provider has expertise in preparing print- and screen-ready proofs, managing review cycles, and delivering final art in agreed formats; and

WHEREAS, the parties desire to set forth the scope, schedule, payment terms and responsibilities with respect to the softproof services to be provided by Provider.

SCOPE OF WORK

Provider shall prepare and deliver softproofs and related deliverables as described below. Softproof deliveries shall include color-accurate previews, embedded fonts or outlined type as agreed, and notes identifying any known limitations of the proofing medium.

Deliverable file formats (check all that apply):

PDF (print-ready) JPG TIFF InDesign (packaged)

Number of review rounds included:   Standard turnaround per revision:

PAYMENT TERMS

Client shall pay Provider the fees set forth below for the services described in this Agreement. Fees are exclusive of applicable taxes unless otherwise stated.

Late payments shall accrue interest and collection costs as set forth below. Late fee: . Provider may suspend delivery of further revisions or final files if payment is overdue beyond the agreed due date and any cure period.

TERM AND TERMINATION

This Agreement shall commence on the Start Date: and shall continue until End Date: unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon written notice at least prior to the effective termination date. Either party may terminate immediately for material breach if such breach remains uncured for ten (10) days following written notice specifying the breach. Upon termination, Client shall pay Provider for all work performed through the termination date and any non-cancelable commitments made on behalf of Client.

CONFIDENTIALITY

Each party agrees that all non-public information disclosed by one party to the other that is identified as confidential or that reasonably should be understood to be confidential shall be held in strict confidence and used solely for the performance of this Agreement. Confidential information shall not be disclosed to third parties except on a need-to-know basis to perform the obligations herein, and then only under terms no less protective than those herein.

Notwithstanding the foregoing, nothing in this Agreement shall restrict either party from disclosing confidential information as required by law, regulation, or court order, provided the disclosing party provides prompt notice to the other party to allow for seeking protective relief.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for any dispute arising under this Agreement.

ACCEPTANCE, OWNERSHIP, AND DELIVERY

Acceptance Criteria: Client shall review each softproof and provide written approval or a consolidated list of required corrections within the agreed review period. Failure to provide written feedback within the review period shall be deemed acceptance of the delivered softproof for the items presented.

Ownership and transfer of final files shall occur upon full payment of all fees due. Provider retains ownership of working files and source assets until full payment is received, unless otherwise agreed in writing.

Provider retains source files until final payment is received

ENTIRE AGREEMENT

This Agreement, together with any exhibits or attachments specifically incorporated in writing, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations and understandings, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

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

Limitation of Liability: Except for liability arising from gross negligence or willful misconduct, in no event shall either party be liable for incidental, consequential, special or punitive damages. Provider's aggregate liability for any claim arising out of or relating to this Agreement shall not exceed the total fees paid by Client to Provider under this Agreement.

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