Vehicle Trailer Decals

VEHICLE TRAILER DECALS AGREEMENT

This Vehicle Trailer Decals Agreement ("Agreement") is entered into as of by and between:

RECITALS

WHEREAS, Client desires to procure the design, production and/or installation of vehicle trailer decals in accordance with the specifications set forth in this Agreement; and

WHEREAS, Supplier represents that it has the skill, personnel, materials and facilities necessary to supply and, if applicable, install the decals in conformity with the agreed specifications, timeline and quality standards; and

WHEREAS, the parties desire to set forth herein the terms and conditions under which such work will be performed, payment made, and intellectual property and confidentiality rights governed.

SCOPE OF WORK

Supplier shall provide the following goods and services (collectively, the "Work") in accordance with the specifications, schedules and acceptance criteria set forth below. Client acknowledges that any deviation from approved artwork or specifications may result in additional charges.

Supplier will provide digital proof(s) for Client approval prior to production.

DELIVERY, INSTALLATION & ACCEPTANCE

Supplier shall deliver and, if selected, install decals at the location(s) specified by Client. Client shall inspect delivered decals and installation within days of completion and shall provide written notice of rejection with specific defects. Failure to provide timely notice constitutes acceptance.

Supplier to perform installation

PAYMENT TERMS

Client shall pay Supplier for the Work in accordance with the following payment terms. All amounts are payable in lawful currency unless otherwise agreed in writing.

All payments not timely received shall bear interest and late fees as stated above. Client is responsible for any collection costs, including reasonable attorneys' fees, if Supplier seeks enforcement.

TERM AND TERMINATION

This Agreement commences on the Effective Date set forth above and shall continue until completion of the Work unless earlier terminated pursuant to this section.

Either party may terminate for material breach if the other party fails to cure a breach within fifteen (15) days after written notice. Termination shall not relieve Client of payment obligations for Work performed through the effective date of termination, including any non‑cancelable costs incurred by Supplier.

INTELLECTUAL PROPERTY & ARTWORK

Client represents and warrants it holds or has secured rights to use any logos, trademarks, photographs and other artwork provided to Supplier. Client grants Supplier a limited license to reproduce such artwork solely to perform the Work. Upon full payment, ownership of Supplier-created artwork and final production files will be:

Transferred to Client upon payment

Licensed to Supplier for archival and reproduction purposes

CONFIDENTIALITY

Each party shall hold in confidence proprietary information disclosed by the other party in connection with this Agreement and shall not use or disclose such information except to perform the Work or as required by law. Confidentiality obligations shall survive termination for a period of years.

WARRANTY, INDEMNITY & LIMITATION

Supplier warrants that on installation the decals will conform to the agreed specifications and will be free from defects in materials and workmanship for a period of months, subject to normal wear and misuse exclusions. This warranty is limited to repair or replacement of defective decals at Supplier's option. EXCEPT AS EXPRESSLY PROVIDED, SUPPLIER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

Client shall indemnify and hold Supplier harmless from third‑party claims arising from Client‑supplied artwork or Client's failure to disclose trademark or other rights infringements. Neither party shall be liable to the other for consequential or incidental damages except for damages resulting from willful misconduct or gross negligence.

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 under this Agreement shall be subject to the exclusive jurisdiction of courts located in that state, unless the parties agree otherwise in writing.

ENTIRE AGREEMENT

This Agreement, including any exhibits, approved proofs and written change orders signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, representations or agreements, whether written or oral. No amendment shall be effective unless in writing and signed by an authorized representative of each party.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party may designate in writing. Notices are effective upon receipt.

MISCELLANEOUS

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, except that Supplier may assign to an affiliate or in connection with a sale of substantially all its assets.

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