Vinyl Signage Template

VINYL SIGNAGE AGREEMENT

Parties

This Vinyl Signage Agreement (the Agreement) is entered into as of the Effective Date set forth below between:

WHEREAS, Client desires to procure the design, production and installation of vinyl signage described herein, and Contractor is duly qualified and willing to perform such services under the terms set forth below; and

WHEREAS, the parties agree that the Contractor shall manufacture and, if elected, install the vinyl signage in accordance with the specifications, schedule, and payment terms contained in this Agreement.

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

Scope of Work

Contractor shall perform the work described below (the Work). The Work shall include design, production, finishing, quality inspection, delivery, and installation as set forth in this Agreement and any attached approvals signed by Client.

Signage Specifications

Installation included: Yes

Payment Terms

Client shall pay Contractor for the Work in accordance with the following pricing and schedule. All amounts are in the currency agreed by the parties.

All invoices are due pursuant to the Payment Schedule. Late payments shall incur interest at the lesser of 1.5% per month or the maximum rate permitted by law, beginning on the due date for any unpaid amount. Client is responsible for reasonable collection costs, including attorneys' fees and court costs, if Contractor is required to pursue collection.

Schedule and Completion

Contractor shall commence Work promptly after receipt of the required deposit, finalized artwork, and any permits required by Client. Estimated schedule is as follows:

Contractor shall not be liable for delays caused by acts of God, utility locates, site conditions, Client delays in approvals, or other events beyond Contractor's reasonable control. Time is of the essence only where expressly agreed in writing.

Term and Termination

This Agreement shall commence on the Effective Date and remain in effect until completion of the Work or until terminated as set forth below.

Either party may terminate this Agreement for material breach by the other party if such breach remains uncured for the notice period specified above. Upon termination, Client shall pay Contractor for all Work performed and reasonable demobilization costs incurred through the effective date of termination. Termination shall not relieve either party of accrued obligations.

Confidentiality

"Confidential Information" means non-public business or technical information disclosed by one party to the other in connection with this Agreement, including but not limited to pricing, artwork files, pre-production samples, and proprietary processes. The receiving party shall (a) protect Confidential Information from unauthorized disclosure using at least the same degree of care it uses to protect its own confidential information, (b) use Confidential Information solely for performance under this Agreement, and (c) not disclose Confidential Information to third parties except to its employees, contractors or professional advisors who have need to know and who are bound by confidentiality obligations at least as restrictive as those herein. Confidential Information does not include information that becomes publicly available without breach by the receiving party or that is rightfully obtained from a third party without restriction.

Intellectual Property and Approvals

Client represents and warrants that it owns or has secured all rights to use any artwork, logos, trademarks, or other materials provided to Contractor. Contractor shall have the right to rely on such representations. Client shall promptly approve or reject proofs; Contractor is not responsible for defects or delays resulting from Client's failure to timely approve artwork. Copyright in Contractor-created designs shall remain with Contractor until final payment is received, at which time ownership shall transfer to Client as limited by this Agreement.

Liability, Indemnity and Warranty

Contractor warrants that the Work will materially conform to the agreed specifications for a period of ninety (90) days following completion. Contractor's sole obligation under this warranty is repair or replacement of defective materials or workmanship at Contractor's option. EXCEPT FOR THE LIMITED WARRANTY SET FORTH HEREIN, CONTRACTOR MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. CLIENT SHALL INDEMNIFY AND HOLD HARMLESS CONTRACTOR FROM ANY CLAIMS ARISING FROM CLIENT-PROVIDED ARTWORK, THIRD-PARTY INTELLECTUAL PROPERTY CLAIMS, OR SITE CONDITIONS. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, SPECIAL, OR INCIDENTAL DAMAGES.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state identified below, without regard to its conflict of laws principles.

Entire Agreement

This Agreement (including all exhibits, attachments, and approved proofs) constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. No modification of this Agreement shall be effective unless made in writing and signed by authorized representatives of both parties.

Miscellaneous

If any provision of this Agreement is found to be unenforceable, the remaining provisions shall remain in full force and effect. Notices under this Agreement shall be in writing and delivered to the addresses set forth above. The parties acknowledge that each has had the opportunity to consult counsel.

Acknowledgment

By signing below, the parties acknowledge they have read, understand, and agree to be bound by the terms of this Agreement.

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