Fill and Sign the Two Companies Form

Subcontractor’s Agreement between Two Companies in Printing Business including Covenant by Subcontractor not to Solicit Contractor’s Customer Agreement made on the _______________________________ (date) , between ____________________________________________ (Name of Contractor) , a corporation organized and existing under the laws of the state of ______________, with its principal office located at _____________________________________________________________________ _______________ (street address, city, county, state, zip code) , referred to herein as Contractor , and ____________________________________________ (Name of Subcontractor) , a corporation organized and existing under the laws of the state of ______________________, with its principal office located at __________________________________________________ ____________ (street address, city, county, state, zip code) , referred to herein as Subcontractor . Whereas, Contractor has a contract to do the monthly printing for __________________ __________________________________ (Name of Magazine) , hereinafter called Magazine , of ______________________________________________________________________________ ____________ (street address, city, county, state, zip code) ; and Whereas, Contractor desires to subcontract out this printing work to Subcontractor; Now, therefore, for and in consideration of the mutual covenants contained in this agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. Contractor hereby engages Subcontractor to perform the following services as an independent contractor of Contractor : (Describe in detail monthly printing assignments for Magazine) ____________________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ _____________________________________________________________________________. 2. Contractor shall pay Subcontractor the sum of $___________ on or before the ____ day of each month for performing said printing services to Magazine . 3. The parties agree that they are engaged in the same business or industry in the same markets and are competitors. Nothing contained in this Agreement constitutes an agreement by the parties to avoid competing against one another in the sale of each party's respective products or services in the normal course of business in any geographic market or to cooperatively set pricing for such products or services or to restrict the sale of any kind of product or service by one party in the other party's geographical markets. 4. Nothing contained in this Agreement shall be deemed to create any relationship between the parties except the independent contractor relationship specified in this Agreement, and the parties understand and agree that no license or other right or title is granted under or by this Agreement in the other party's business, enterprises, revenues, business opportunities, operating assets, intellectual property rights or any other tangible or intangible assets or properties. 5. Nothing in this Agreement shall require a party to execute agreements for or to enter into any transactions with the other party. 6. Neither party shall seek to unfairly or in bad faith or in violation of any provision of this Agreement interfere in the other party's pre-effective-date business, financial or contractual relationships with any third party. 7 . This Agreement shall terminate on the _______________________________ (date) . During the period of this Agreement, and for a period of ______ year(s) after termination of said Agreement, Subcontractor will not directly or indirectly solicit, induce, or attempt to induce Magazine to terminate its printing agreement with Contractor in favor of Subcontractor or one of its affiliates or assigns. This restriction is necessary for the protection of the business and goodwill of the Contractor and is considered by Subcontractor to be reasonable for such purpose. Subcontractor agrees that any breach of this Paragraph 7 will cause the Contractor substantial and irrevocable damage and therefore, in the event of any such breach, in addition to such other remedies which may be available, Contractor shall have the right to seek specific performance and injunctive relief. 8. If any provision of this Agreement is determined to be invalid or unenforceable by a court, the remaining valid provisions shall constitute the entire agreement of the parties without any action by or further notice to the parties. 9. No Waiver The failure of either party to this Agreement to insist upon the performance of any of the terms and conditions of this Agreement, or the waiver of any breach of any of the terms and conditions of this Agreement, shall not be construed as subsequently waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred. 10. Governing Law This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of ____________________. 11. Notices Any notice provided for or concerning this Agreement shall be in writing and shall be deemed sufficiently given when sent by certified or registered mail if sent to the respective address of each party as set forth at the beginning of this Agreement. 12 . Mandatory Arbitration Any dispute under this Agreement shall be required to be resolved by binding arbitration of the parties hereto. If the parties cannot agree on an arbitrator, each party shall select one arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration Association then in force and effect. 13. Entire Agreement This Agreement shall constitute the entire agreement between the parties and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding upon either party except to the extent incorporated in this Agreement. 14. Modification of Agreement Any modification of this Agreement or additional obligation assumed by either party in connection with this Agreement shall be binding only if placed in writing and signed by each party or an authorized representative of each party. 15. Assignment of Rights The rights of each party under this Agreement are personal to that party and may not be assigned or transferred to any other person, firm, corporation, or other entity without the prior, express, and written consent of the other party. 16. Counterparts This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute but one and the same instrument. WITNESS our signatures as of the day and date first above stated. ________________________________ _______________________________ (Name of Contractor) (Name of Subcontractor) By: _____________________________ By: _____________________________ (P rinted or typed name) (P rinted or typed name) _________________________________ _________________________________ _________________________________ _________________________________ (Name and Office in Corporation) (Name and Office in Corporation)