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CD ROM Quote This quote is good for days from the date listed below. company name address address city state or province zip or postal code Phone. phone number DATE. current date Estimate #. proposal number Pricing and Options for.
company name city state or province zip or postal code Phone. phone number Job Description. Insert what you are doing for the customer here Job Options. Replication Duplication Other
Offset Printing Silkscreen Digital Printing Thermal Inkjet Inkjet Other DESCRIPTION QTY PRICE ea SUBTOTAL TOTAL DEPOSIT REQUIRED Shipping Options. Fed Ex UPS DHL USPS Freight Estimated Shipping Costs. Insert Shipping Estimate Note. All shipping costs are estimates and subject to change. Customers may opt to use their shipper of choice or their own account.
REPLICATION OF CD ROM AND DIGITAL MEDIA THIS AGREEMENT is made this current day day of current month current year by and between company name Company and company name Customer Recitals This Agreement contains the entire agreement concerning the production packaging and delivery of CD ROMs Compact Disks DVD ROMS CD ROM Business Cards Packaging Printing Cover Art and other media and materials Products from items including without limitation master media proofs film photographs artwork label data and packaging materials delivered to Company by or for Customer Materials Agreements
This Agreement supersedes any and all prior agreements or understandings written or oral between the parties related to the subject matter hereof. No modification of this Agreement shall be valid unless made in writing and signed by all parties hereto and may not be amended except by written document signed by Company. 1. Acceptance of Agreement. This Agreement will only be accepted By signator authorized signature or signer. a written confirmation from an authorized representative of Company or shipment of goods in accordance with the terms set forth herein. Company reserves the right to refuse to accept any purchase order for any reason. Customer agrees to be bound by all of the terms and conditions set out herein. 2. Compensation. Customer shall compensate Company in cash pursuant to the terms of Exhibit attached hereto. Orders may not be cancelled by Customer after Company has begun replication processing or manufacturing. All shipments of Products will be defined as F. O. B. Free on Board as soon as Company ships the Product. Company reserves the right to make any choice of facility and shipping charges or to switch shipping carriers without notice to Customer. Risk of loss or any damage sustained in transit shall be Customers sole responsibility. Shipment is by regular ground service unless otherwise specified by Customer. Company reserves the right to make partial shipments. Company reserves the right to produce and charge for production overruns up to 10% over Customers order quantity. Company will consider Customers order complete upon shipment of 90% or more of the total quantity ordered. 3. Terms of Payment.
Invoices will be issued upon shipment of Products excepting any delay in the shipment by Customer whereas upon an invoice will be issued upon the completion of manufacturing of the Product. Invoices for services performed by Company hereunder will be issued upon completion of those services. Customer shall be responsible for all taxes duties excises and other charges associated with the production sale or transportation of Products and performance of services hereunder other than taxes on Companys net income. Unless otherwise noted payment of invoices is due within thirty days of the invoice date. Claims for errors omissions or adjustments in any amount due Company must be received in writing by Company within five days from the date of invoice. Any outstanding monies owed to Company by Customer after the due date on the invoice shall accrue interest on daily basis from the initial billing date at rate of % per month 18% per annum. Any available credit on Customers account must be used or claimed within months from the shipping date of the Products to which the credit relates. Company may require part or full payment security or guarantee of payment in advance of any work or services to be performed or any shipment. Company shall have security interest in all Products and Materials until all amounts due hereunder are paid in full and reserves the right to withhold or delay shipment of any order if payment has not been made in full or has not been received on any prior order. Customer agrees to pay all costs fees charges and expenses of every nature including legal fees incurred by Company in recovering any amounts owed to it by Customer. 4. License. Customer grants Company non transferable license to reproduce and distribute copies of all Materials to the extent necessary for Company to perform its obligations under this Agreement. 5. Delivery Times. All delivery times are considered to be estimates and all shipment dates are subject to change without notice unless otherwise agreed to by Company in writing. 6. Warranty Disclaimer and Limitation of Liability. Company warrants that the Products will conform to the Specifications or such other specifications as are agreed to in writing by Company for period of days from the date of shipment by Company. If the Project does not conform to the Specifications as Customers sole remedy Company shall be responsible to correct the Project without unreasonable delay at the sole expense of Company and without charge to Customer to bring the Project into conformance with the Specifications set forth in Exhibit B. This warranty shall be the exclusive warranty available to Customer. Customer waives any other warranty express or implied. Customer acknowledges that Company does not warrant that the Project will work on all platforms. Customer acknowledges that Company is not responsible for the results obtained by Customer on the Project. Customer acknowledges that Company is not responsible for fixing problems on the CD ROM once mass produced after Customer has tested proofed and approved their Project. Customer waives any claim for damages direct or indirect and agrees that its sole and exclusive remedy for damages either in contract or tort is the return of the consideration paid to Company as set forth in Exhibit attached hereto. No action regardless of form arising out of any claimed breach of this Agreement or transactions under this Agreement may be brought by either party more than one year after the cause of action has accrued. 7. Ownership Rights and Copyright. Customer shall retain title to all Materials and Content of such Materials provided to Company under the terms of this Agreement. Customer warrants that it rightfully owns all Materials or that it has the right and authority to reproduce the Materials and has the right to deliver all Materials to Company. Customer also warrants that it owns all copyright in the contents of the Materials including without limitation any artwork graphics or computer code embedded therein or has the unrestricted right to permit Company to perform the services requested hereunder. Customer warrants that the Materials do not contain any obscene or objectionable matter.
Customer agrees to indemnify defend and hold Company harmless from and against any and all actions suits claims liabilities damages losses and expenses and legal fees arising directly or indirectly out of or in connection with any claim that the services rendered or Products manufactured under this Agreement violate any law rule or regulation or violate any rights of third parties including without limitation any liability for slander defamation invasion of privacy or infringement of any patent copyright trademark or other proprietary right of any third party. If Customer provides artwork in any format to Company in connection with the production of disc label printing screening or packaging of discs hereunder any artwork must be received by Company prior to the commencement of work by Company. Customer takes sole responsibility for all delivery of Materials to Company and will be responsible for retrieving all Materials from Company hereunder. At Customers request and sole risk Company will store Materials as long as Company is providing services hereunder at any place that Company deems appropriate. After period of days days from the date on this Agreement storage charge of Insert Storage Charge Fee Amount will be assessed until such time that Customer retrieves such Materials from Company. Customer is responsible for removal of all Materials within thirty days of notification by Company. If Customer fails to remove Materials as requested Company shall have the right to. return the Materials at Customers sole expense to Customer at the address indicated on the last order placed by Customer or erase destroy or otherwise dispose of such Materials as Company sees fit without liability to Customer or any other person. 8. Specifications Programs Tools and Data. Company shall retain ownership to all production materials and tooling associated with the Product including masters glass masters film proofs blueline or other artwork prepress materials stampers and other tooling produced by Company. Company shall also retain all rights to all methods practices sketches specifications and computer programs used required for the performance of this Agreement excepting specifications or data that were developed by Company specifically for Customers use. 9. Export. Customer agrees not to export any Product in violation of any export control laws rules or regulations. 10. Risk of Loss. The Products shall remain the property of Company until shipment. Products held by Company at Customers request shall be held at Customers sole risk and responsibility.
11. Confidentiality. If Customer discloses confidential information to Company and clearly identifies such information in writing as confidential Company shall use reasonable care to ensure that such information is disclosed only to Companys employees or contractors requiring access to such information to render the services or manufacture Products requested by Customer. Nothing herein shall limit Companys right to use or disclose information that becomes available to the public without fault of Company is lawfully acquired by Company from third party is in the possession of Company at the time of disclosure by Customer or is developed by or on behalf of Company by persons who have not received Customers confidential information. 12. Force Majeure. Company will not be responsible for failure to fulfill its obligations under this Agreement if such failure is caused by circumstances beyond the reasonable control of Company or its suppliers or contractors including but not limited to acts of God availability of materials equipment failures strikes or other labor disturbances. 13. Waiver. The waiver by either party of any breach or failure to enforce any of the terms and conditions of this Agreement at any time shall not in any way affect limit or waive such partys right thereafter to enforce and compel strict compliance with every term and condition of this Agreement. 14. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of state or province. Exclusive jurisdiction and venue shall be in the county County state or province Superior Court. 15. Cover Art.
Customer agrees there may be differences in printed and screen proofs of artwork and screened artwork on final mass duplicated CD ROMs. 16. Final Approval. A final proof will be provided to Customer prior to mass production or replication and or release of any Digital Media and identified to Customer as such. Customer assumes full responsibility to make sure that the final proof is correct in all capacities including but not limited to. grammar spelling information content artwork copyright and functionality. Company shall not be held responsible for errors and omissions. Each party represents and warrants that on the date first written above they are authorized to enter into this Agreement in entirety and duly bind their respective principals by their signature below. EXECUTED as of the date first written above. company name By signator authorized signature or signer.
Job title of signator authorized signature or signer. Date when the contact was signed company name By signator authorized signature or signer. Job title of signator authorized signature or signer. Date when the contact was signed Customer Initials Company Initials
CD ROM DEVELOPMENT AGREEMENT the Agreement THIS AGREEMENT is made this current day day of current month current year by and between company name Developers and company name Customer Recitals A. Developers have experience and expertise in the development of multimedia digital media graphic design computer programming web sites and CD ROM presentations. B. Multimedia created by Developers includes. CD ROMs web sites computer programming flash animations graphics and other multimedia created or licensed by Developers. C. Customer desires to have Developers develop multimedia for them.
D. Developers desire to develop Customers Presentation on the terms and conditions set forth herein the Presentation Definitions As used herein the following terms shall have the following meanings; A. Customer shall mean company name B. Developers shall mean company name C. Presentation shall mean the project according to the terms and specifications as set out in the schedules to this contract as agreed and amended by the parties hereto.
D. Specifications shall mean for the purpose of each separate contract the specifications as set out and agreed to by the parties and any amendments thereto as attached hereto as Schedule B. E. Dollars All amounts referenced herein shall mean currency of Canada. F. Material shall mean all of Developers and third parties material described in Schedule C. G. Schedules The following are the Schedules attached hereto and are incorporated by reference into this agreement. a Schedule Terms and other conditions for the development of the Presentation. b Schedule Specifications that are applicable to Customers Presentation. c Schedule List of Material owned by Developer and third parties. d Schedule Addresses specified for the parties to this Agreement.
Agreements In consideration of the mutual covenants set forth in this Agreement Customer and Developers hereby agree as follows. 1. Development of Presentation. Developers agree to develop the Presentation according to the terms and specifications set forth in Schedule attached hereto. 2. Specifications. Developers agree to develop the Presentation pursuant to the specifications set forth in Schedule attached hereto the Specifications 3. Delivery of Presentation.
Developers will use reasonable diligence in the development of the Presentation and endeavour to deliver to Customer Presentation based on the Specifications no later than days after all required media has been received from Customer. Customer acknowledges however that this delivery deadline and the other milestones listed in Schedule are estimates and are not required delivery dates. 4. Ownership Rights. Except for any exclusive rights titles interests into any and all trade marks logos intellectual properties and Confidential Information which Customer may have at any time adopted used registered or intended to use during the term of this Agreement in Canada USA or in any other country and provided by Customer Developers shall hold all right title and interest in and to the Presentation. Specifically but without limitation Developer shall hold all right title and interest in and to all text graphics animation audio components and digital components of the Presentation the Content all interfaces navigational devices menus menu structures or arrangements icons help and other operational instructions and all other components of any source or object computer code that comprises the Presentation all literal and nonliteral expressions of ideas that operate cause create direct manipulate access or otherwise affect the Content and all copyrights patents trade secrets and other intellectual or industrial property rights in the Presentation or any component or characteristic thereof. Customer shall not do anything that may infringe upon or in any way undermine or challenge any of Developers right title and interest in the Presentation as described in this paragraph 4. Notwithstanding the above Customer shall retain all of its intellectual property rights in any text images or other components it owns and provides to Developers for use in the Presentation. 5. Compensation. For all of Developers services under this Agreement Customer shall compensate Developers in cash pursuant to the terms of Schedule attached hereto. In the event Customer fails to make any of the payments referenced in Schedule by the deadline set forth in Schedule Developers have the right but are not obligated to pursue any or all of the following remedies. terminate the Agreement remove all web sites hosting and tracking resources for Presentation avail itself of any other right available at law equity or otherwise bring legal action keep Customers deposit and credit it towards development time and costs already incurred for the Presentation. The rights and remedies set out in this Agreement are cumulative and the exercise of any right shall not exhaust all rights or preclude Developers from exercising any one or more right or remedy. 6. Confidentiality. Customer and Developers acknowledge and agree that the Specifications and all other documents and information related to the development of the Presentation provided by Developers the Confidential Information are confidential and constitute valuable trade secrets of Developers. Customer shall keep the Confidential Information in confidence and shall not at any time during or after the term of this Agreement without Developers prior written consent disclose or otherwise make available to anyone either directly or indirectly all or any part of the Confidential Information. Excluded from the Confidential Information definition is anything that can be seen by the public on the Presentation when each page of the Presentation is first accessed. 7. Limited Warranty and Limitation on Damages. Developers warrant the Presentation will conform to the Specifications for period of days from the date of shipment by Developers. If the Presentation does not materially conform to the Specifications Developers shall be responsible to correct the Presentation without unreasonable delay at Developers sole expense and without charge to Customer to bring the Presentation into material conformance with the Specifications. This warranty shall be the exclusive warranty available to Customer. Except as expressly set out herein Customer waives any other warranty condition or representation express or implied. Customer acknowledges that Developers do not warrant that the Presentation will work on all platforms. Customer acknowledges that Developers are not responsible for the results obtained by Customer on the Presentation. Customer acknowledges that Developers are not responsible for fixing problems on Presentations once mass produced after Customer has tested proofed and approved their Presentation. Under no circumstances will Developers be liable to Customer for any claim for damages direct indirect incidental consequential or special howsoever caused or arising even if such damages are reasonably foreseeable. Customer agrees that its sole and exclusive remedy for damages either in contract or tort is the return of the consideration paid to Developers as set forth in Schedule attached hereto.
8. Independent Contractor. Developers agree that they are retained as independent contractors and not as employees associates joint venture partners or legal representatives of Customer. It is the intention of the parties that Developers will be fully responsible for payment of all withholding taxes including but not limited to; their own provincial and federal income taxes paid under this Agreement. The parties agree that Customer will not withhold or pay any income tax Workers Compensation Board Assessments contributions or any other similar charges in respect of Developers personnel and any other payroll taxes on Developers behalf. Developers understand and agree that they will not be entitled to any employee benefits that Customer provides for its employees generally or to any statutory employment benefits including without limitation company pension plans profit sharing plans workers compensation or employment insurance. Developers agree to indemnify Customer for any and all claims made by any lawful government authority for all statutory withholding taxes and deductions not paid by Developers and claimed against Customer for monies paid pursuant to this Agreement and remitted thereto by Customer to such authority or claims against Customer from Developers partners associates and employees. 9. Equipment. Customer agrees to make available to Developers for Developers use in performing the services required by this Agreement such items of hardware and software as Customer and Developers may agree are reasonably necessary for such purpose. 10. General Provisions. 10 Entire Agreement.
This Agreement contains the entire agreement between the parties relating to the subject matter hereof and supersedes any and all prior agreements or understandings written or oral between the parties related to the subject matter hereof. No modification of this Agreement shall be valid unless made in writing and signed by all of the parties hereto. 10 Proper Law of Contract. This agreement shall be governed by the Laws of the Province of Quebec and the laws of Canada applicable therein without regard to choice of law principles. The parties further agree and understand that notwithstanding any regulations rulings or conventions under any conflict of laws in any jurisdiction that regardless of where the contract is executed and entered into the parties have agreed that the laws of the province of Quebec and Canada as applicable shall govern this contract. The parties hereby agree to attorn to the exclusive jurisdiction of the courts of the Province of Quebec for the commencement of any action hereunder other than applications for injunctive relief. 10 Binding Effect. This Agreement shall be binding upon and enure to the benefit of Customer and Developers and their respective successors and assigns provided that Developers may not assign any of their obligations under this Agreement without Customers prior written consent. 10 Waiver. The waiver by either party or its employees officers directors agents or representatives of any breach or failure to enforce any of the terms and conditions of this Agreement at any time shall not in any way affect limit or waive such partys right thereafter to enforce and compel strict compliance with every term and condition of this Agreement. 10 Good Faith. Each party represents and warrants to the other that such party has acted in good faith and agrees to continue to so act in the negotiation execution delivery performance and any termination of this Agreement.
10 Ownership of Photographs and Media. Developers may use some of their own photographs and other media for the Presentation. Developers retain all right title and interest in such photographs and other media other than hereby granting Customer non exclusive right to use those photographs and media and only on the Presentation. Customers right to use of Materials will be revoked if the Agreement is breached. 10 No Right to Assign. Customer has no right to assign sell modify or otherwise alter the Presentation except upon the express written advance approval of Developers which consent can be withheld for any reason. 10 Indemnification.
Customer warrants that everything it provides Developers to put on the Presentation is legally owned or licensed to Customer. Customer agrees to indemnify and hold Developers harmless from any and all claims brought by any third party relating to any aspect of the Presentation including but without limitation any and all demands liabilities losses costs and claims including attorneys fees arising out of injury caused by Customers products services material supplied by Customer copyright infringement and defective products sold via the Presentation. 10 Use of Presentation for Promotional Purposes. Customer grants Developers the right to use the Presentation for promotional purposes including public display inclusion in Developers marketing material and programs and or to cross link it with other marketing venues developed by Developers now or in the future. 10. 10 No Responsibility for Theft. Developers have no responsibility for any third party copying reverse engineering or improper use of any or all of the Presentation. 10. 11 Right to Make Derivative Works.
Developers have the exclusive rights in making any derivative works or modifications of the Presentation source code or other methods or practices developed and employed by Developers. 10. 12 Attorneys Fees. In the event any party to this Agreement employs an attorney to enforce any of the terms of the Agreement the prevailing party shall be entitled to recover its actual attorneys fees and costs including expert witness fees. 10. 13 Identification of Developers. Customer agrees that Developers trademarks logos and web links will be placed and remain on the credits page of the Presentation. Customer also agrees to put Developers copyright notices on the Presentation and the relevant content therein and maintain such proprietary notices at all times. 10. 14 No Responsibility for Loss. Including Hardware or Software Compatibility Issues or User Behaviour. Developers make no representations or warranties whatsoever express or implied statutory or otherwise including without limitation fitness of purpose custom or usage or merchantability regarding hardware or software compatibility Y2K issues Operating System compatibility and or any and all improper use of the Presentation by an end user individual or other third party. 10. 15 Transfer of Rights.
In the event Developers are unable to continue maintenance of the Presentation non exclusive rights to the object code version of the Presentation will be granted to Customer. Transfer of Rights does not apply to non transferable third party licenses and proprietary Material owned by Developers. 10. 16 Replication of CD ROMs or other Digital Format. Customer must use Developers to replicate or copy any additional Presentations produced on CD ROM or other Digital Format DVD PAL Video or otherwise. 10. 17 Replication of Multimedia. Customer may not replicate or copy any of the multimedia or artwork owned by Developers without the express written permission of Developers. 10. 18 Cover Art. Customer agrees there may be differences in printed and screen proofs of artwork and screened artwork on final mass duplicated CD ROMs. 10. 19 Reverse Engineering.
Customer may not decompile deconstruct or otherwise reverse engineer the Presentation whether in whole or in part without Developers prior approval. 10. 20 Final Approval. A final proof will be provided to Customer prior to mass production or replication and or release of the Presentation and identified to Customer as such. Customer assumes full responsibility to make sure that the final proof is correct in all capacities including but not limited to. grammar spelling information content artwork copyright and functionality. Developers shall not be held responsible for errors and omissions. 10. 21 Project Backups Copies or Source Maintenance. Developers shall only be responsible for maintaining backups copies or other versions of any source or master files whether developed by Developers or not for period of one year from the date of this agreement. Customer agrees to hold Developers harmless from any damage loss of data theft or other event that may occur to any photographs source code master or other digital files digital media print outs documents or other Customer owned material given to Developers during the course of this agreement. Customer may arrange in writing for Developers copies to be maintained in escrow in the event Developers go out of business cannot maintain copies of source or master files or as otherwise required by Customer. 10. 22 Expiration of Services Related to Project. Any externally linked services provided by Developers that the CD ROM may require including but not limited to. tracking features email hosting forwarding autoresponders submission forms and general web hosting will expire one year from the date of this agreement. External services related to CD ROMs and Presentations created by Developers are not guaranteed to be fully functional in areas requiring access to Internet services after this date and may require an updated version be created at extra cost for updates and reduplication. Developers are not liable or responsible at any time for any damages resulting from any third party services the CD ROM or Presentation may use or changes made to externally linked services that are not provided directly by Developers. Developers will make every effort to test any third party or externally linked resources that Customer requires and will present to Customer proof that all externally linked services are present and in working condition prior to signoff and replication. Developers are not responsible for maintaining any of the data features or reports that third party services may provide.
10. 23 Language. The parties hereto acknowledge that they have requested and are satisfied that the present agreement be drawn up in English. Les parties reconnaissent quelles ont exigé que la présente convention soit rédigée en anglais et sen déclarent satisfaites. Each party represents and warrants that on the date first written above they are authorized to enter into this agreement in entirety and duly bind their respective principals by their signature below. EXECUTED as of the date first written above. company name By signator authorized signature or signer.
Job title of signator authorized signature or signer. Date when the contact was signed company name By signator authorized signature or signer. Job title of signator authorized signature or signer. Date when the contact was signed
Customer Initials Developers Initials