Transaction Print Document

TRANSACTION PRINT DOCUMENT

This General Business Agreement (the "Agreement") is entered into as of Effective Date: by and between Client Name: with Address: and Service Provider Name: with Address: .

RECITALS

WHEREAS, Client desires to obtain printing and transaction documentation services in connection with the disposition, invoice issuance, and record retention of a specified commercial transaction (the "Transaction"); and

WHEREAS, Service Provider represents that it has the expertise, facilities, and authority to prepare, produce, and deliver printed transaction documentation and to provide associated administrative services under the terms and conditions set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties agree as follows:

TRANSACTION DETAILS

SCOPE OF WORK

Service Provider shall provide printing, formatting, pagination control, and production of final transaction documents; proofing and one round of client-requested corrections; preparation of invoices and packing lists where applicable; and delivery of printed documents to the Client or an authorized designee, in accordance with the specifications set forth below and any mutually agreed written change orders.

PAYMENT TERMS

The total consideration for the Services (the "Total Consideration") shall be: $ . Payments shall be made in accordance with the schedule and method specified below.

Late payments shall bear interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by law, computed daily from the due date until paid. Client shall be responsible for any reasonable costs of collection, including attorneys' fees and court costs.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective date of termination. Either party may terminate immediately for material breach if the breaching party fails to cure such breach within thirty (30) days after receiving written notice specifying the breach.

Upon termination, Client shall pay Service Provider for all Services performed and documented expenses reasonably incurred through the effective date of termination, plus any non-cancellable commitments made in furtherance of the Services.

CONFIDENTIALITY

"Confidential Information" means any non-public information disclosed by one party to the other, whether oral, written, or electronic, that is designated confidential or that reasonably should be understood to be confidential given the nature of the information. Each party agrees to hold the other party's Confidential Information in strict confidence, to use it only to perform obligations under this Agreement, and to restrict disclosure to employees, contractors, and agents with a need to know who are bound by confidentiality obligations no less protective than those herein.

Confidential Information shall not include information that is: (a) in the public domain through no fault of the receiving party; (b) rightfully received from a third party without restriction; or (c) independently developed without use of the disclosing party's Confidential Information. Each party shall return or destroy Confidential Information upon written request of the disclosing party or upon termination of this Agreement, except as required to satisfy record retention obligations under applicable law.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles. Any dispute arising out of or relating to this Agreement shall be subject to the exclusive jurisdiction of the courts located in that State.

ENTIRE AGREEMENT

This Agreement, including any attachments and written change orders signed by both parties, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. No amendment or modification of this Agreement shall be binding unless executed in writing by both parties.

MISCELLANEOUS PROVISIONS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, provided that either party may assign to an affiliate or in connection with a merger, sale of substantially all assets, or change of control.

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