SUPPLY AGREEMENT

BETWEEN

1. ______________________________________________________

(“THE COMPANY”)

AND

2. ______________________________________________________

(“THE SUPPLIER”)

THIS AGREEMENT is made on the …………..day of……….20……., entered into by the Company and the Supplier (Company and Supplier collectively referred to herein as the “Parties” or individually as the “Party”) and includes that party’s successors and assigns.

WHEREAS:

• The Supplier is a products provider.
• The Company is desirous of procuring the Supplier’s products.
• The Supplier has indicated and warranted that he has the necessary skills, expertise, personnel, and equipment to provide the products at the Contract Sum (a term defined below) and to the standards stated in this agreement.
• The Company now wishes to enter into this agreement with the Supplier, compensating him for the products.

Parties agree to the following terms and conditions and to be bound thereby:

1. DEFINITIONS AND INTERPRETATIONS
2. In this Agreement:
3. “Agreement” means this agreement, its Schedules, Exhibits, and other documents (save as may otherwise be varied by this agreement);
4. “Intellectual Property” means the copyright, know-how, the trade names, and any marks, trade device, service mark, symbol, code or specification, patents, designs, and other individual or intellectual property rights used in or associated with any of the Parties; and
5. “Products” means clothing designed by the Supplier.

• In this agreement, unless the context otherwise requires, any reference to:
• the singular includes the plural and vice versa;
• any agreement or other document includes that agreement or other form as varied or replaced by the Parties in writing from time to time;
• a clause is to the relevant clause of this agreement;
• Clause headings are inserted for convenience only and shall be ignored in construing this agreement.

• 2.       application of terms
  • Save as may otherwise be provided in this agreement, the terms and conditions set out in this agreement are the only terms on which the Company is prepared to deal with the Supplier.
  • If any ambiguity is found in the agreement or various documents forming this agreement, the Company shall issue any necessary clarification or instruction.
  • All documents annexed to this agreement shall be subject to the terms under this agreement, provided that the Parties append their signatures on the documents.
  • The parties will exercise utmost good faith in this agreement, including but not limited to being transparent with finances.

• 3.       COMMENCEMENT AND DURATION

This agreement shall come into force upon execution and shall remain in force until termination.

• contract sum

The parties will agree in writing on the price for each design made by the Supplier based on the complexity of the artwork/design.  The Company will pay the Supplier $5 per shirt sold until enough shirts are sold to pay him back. The Supplier will after that receive $1 per item sold with additional bonuses given if an item sells well and get monthly payments based on the prior month’s sales.

• INTELLECTUAL PROPERTY

The Supplier agrees that any designs, ideas, concepts, discoveries, techniques, patents, copyrights, or trademarks relating to the business or operations of the Company and its related entities which are developed or discovered by the Supplier, solely or jointly with others, during the subsistence of this agreement, shall be deemed to have been made within the scope of this agreement and therefore constitute works for hire and shall automatically upon their creation or discovery become the exclusive property of the Company.

• PROHIBITION ON TRANSFER

A Party shall not sell, transfer, or assign their interests without the other party’s written consent. This consent shall not be unreasonably withheld.

• DISPUTE RESOLUTION

If any dispute arises between the Parties related to this agreement, it shall be resolved by Mediation. Parties shall act in good faith to resolve the dispute. Nothing in this section shall be construed as limiting the Court’s jurisdiction.

• TERMINATION
• Either party may terminate this agreement at any time upon breach of the contract by the other party.
• Either party may terminate this agreement upon giving the other party no less than 30 days’ notice in writing.
• The termination of this agreement shall not discharge the liabilities accumulated by either party.
• Any Clauses intended by the parties or this agreement to survive the termination of this agreement shall survive the termination of this agreement by whatever cause.

• changes to the agreement

Either party may request changes to the agreement, but they will only be effective if agreed in writing, signed by all parties, and recorded.

1. Force Majeure
2. For this agreement, “Force Majeure” means an event which a diligent party could not have reasonably avoided in the circumstances, which is beyond the control of a party and includes, but is not limited to, war, riots, civil disorder, earthquake, storm, flood or adverse weather conditions, strikes, lockouts or other industrial action, terrorist acts, confiscation or any other action by government agencies.
3. A Party’s failure to fulfill its obligations due to Force Majeure, shall not be considered as a breach of this agreement, provided that the affected party has taken all reasonable precautions, due care, reasonable alternative measures, and minimal delay all to carry out the terms of this agreement.

1. CONFIDENTIALITY

The Supplier shall not at any time disclose, directly or indirectly to any other person whatsoever (including to the public or any section of the public) any information concerning this agreement or any additional information of any nature whatsoever concerning the Company, whether such information or matter is stated to be confidential or not, without the express written permission of the Company.

1. NO WAIVER

Except where this agreement provides otherwise, the rights and remedies contained in it are not exclusive to rights or remedies provided by law.  Failure by either party to enforce any of the terms or conditions of this agreement shall not be a waiver of their right to enforce this agreement.

1. SEVERABILITY

Suppose any provision of this agreement is declared by any judicial or other competent body to be void, voidable, illegal, or otherwise unenforceable; parties may amend that provision or remove it from this agreement. The remaining provisions of this agreement shall remain in full force and effect.

1. NOTICES
2. All notices shall be in writing.
3. Parties shall be served through the following addresses (including email).

THE COMPANY:                   ___________________________________________

                                                ___________________________________________

___________________________________________

___________________________________________

___________________________________________

___________________________________________

THE SUPPLIER:                    ___________________________________________

                                                ___________________________________________

                                                ___________________________________________

                                                ___________________________________________

                                                ___________________________________________

                                                ___________________________________________

1. CHANGE OF ADDRESS

Either party may provide changes in the above addressees by reasonable notice in writing given to the other party as aforesaid.

1. COSTS

Each party shall bear its costs incurred in the negotiation, preparation, and execution of this agreement.

1. GOVERNING LAW

The construction, validity, and performance of this agreement shall be governed in all respects by the Pennsylvania State Laws.

IN WITNESS WHEREOF, each of the Parties has executed this agreement, both Parties by their duly authorized officer, as of the day and year set forth below.