Workplace Safety Posters

WORKPLACE SAFETY POSTERS AGREEMENT

Parties and Recitals

Client Name:   Client Address:

Service Provider Name:   Provider Address:

Effective Date:

WHEREAS, Client requires workplace safety posters, notices and related signage to satisfy workplace safety posting obligations and to communicate hazard information to employees; and

WHEREAS, Service Provider is engaged in the business of designing, producing and supplying workplace safety posters and represents that it has the necessary expertise, personnel and materials to provide such services in compliance with applicable standards and laws; and

NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the parties agree as follows.

Scope of Work

Poster Specifications — Quantity:   Standard Size:

Material:   Color:

Languages Required:   Reflective/Luminous Option: required

Artwork, Approval and Compliance

Provider shall prepare artwork and proof copies in accordance with the specifications above. Client shall review and provide written approval or revision requests within calendar days of receipt. Provider will not proceed to final production without written approval.

Provider warrants that posters supplied under this Agreement will comply with applicable federal, state and local posting requirements to the best of Provider's knowledge and will conform to the specifications set forth herein. Client acknowledges responsibility to verify specific regulatory posting obligations for its business.

Delivery and Installation

Estimated Delivery Date:   Installation Required: Yes

Payment Terms

Total Contract Amount:   Currency:

Deposit Amount (if any):   Balance Due:

Late Payment Fee:   Past due balances will accrue interest as specified above until paid in full. Client is responsible for collection costs and reasonable attorneys' fees in the event of default.

Term and Termination

Agreement Start Date:   Agreement End Date:

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may immediately terminate for material breach that remains uncured for thirty (30) days after written notice specifying the breach. Termination shall not relieve Client of payment obligations for services performed and materials produced through the termination date.

Confidentiality

Each party shall treat as confidential all trade secrets, proprietary technical information, business plans and other non-public information disclosed in connection with this Agreement ("Confidential Information"). Confidential Information shall not include information that is or becomes publicly available through no fault of the receiving party or is independently developed by the receiving party. The receiving party shall use Confidential Information solely to perform its obligations under this Agreement and shall not disclose such information to any third party except to its employees, agents or subcontractors who have a need to know and who are bound by confidentiality obligations no less protective than those herein. Confidentiality obligations shall survive termination for a period of three (3) years.

Liability, Indemnity and Warranties

Provider warrants that posters will be free from material defects in workmanship for a period of ninety (90) days following delivery. EXCEPT AS EXPRESSLY PROVIDED, ALL OTHER WARRANTIES ARE DISCLAIMED. Each party shall indemnify and hold harmless the other from claims, losses or damages arising from the indemnifying party's negligent acts or willful misconduct in connection with this Agreement, subject to any limitations set forth herein. Neither party's liability to the other shall exceed direct damages equal to the amount paid by Client to Provider under this Agreement in the preceding twelve (12) months, except for liability arising from gross negligence or willful misconduct.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. The parties shall attempt in good faith to resolve disputes promptly by negotiation between executives. If negotiation fails, the parties agree to submit disputes to binding arbitration in the county of the governing state, unless otherwise mutually agreed in writing.

Entire Agreement

This Agreement, including any exhibits, schedules and documents incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, representations and communications, whether oral or written. Any modification must be in writing and signed by authorized representatives of both parties.

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 designates in writing. Notices shall be effective upon personal delivery, two business days after deposit with a nationally recognized overnight courier service, or three business days after deposit in the U.S. mail, postage prepaid.

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