Vendor Agreement
This Vendor Agreement ("Agreement") is made effective upon purchase (the "Effective Date") between Practically Playing, LLC, a company duly organized and existing under the laws of Missouri, USA, having its principal place of business at 504 Clover Lane, O'Fallon, MO 63366 (hereinafter referred to as "Licensor"), and the purchaser of this license (hereinafter referred to as "Vendor"), an individual/sole proprietorship/partnership/limited liability company duly organized...
WHEREAS, Licensor owns and operates a business engaged in the creation and licensing of printable products;
WHEREAS, Vendor desires to obtain a license from Licensor to print and distribute certain printable products; and
WHEREAS, Licensor is willing to grant such a license to Vendor subject to the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
Grant of License: 1.1 Licensor hereby grants to Vendor a non-exclusive, non-transferable license to print and distribute printable products created by Licensor (the "Products") solely in accordance with the terms and conditions of this Agreement. 1.2 Vendor shall not be entitled to sublicense its rights under this Agreement without the prior written consent of Licensor.
Product Limitation: 2.1 Vendor agrees that the license granted herein is limited to the printing and distribution of no more than thirty (30) distinct Products unless otherwise agreed upon in writing by Licensor.
Branding: 3.1 Vendor agrees not to remove, alter, or obscure any branding, trademarks, or copyright notices of Licensor on the Products.
Advertising: 4.1 Vendor agrees to actively advertise and promote the Products in conjunction with Licensor's branding and promotional materials as provided by Licensor.
Relationship of Parties: 5.1 The parties acknowledge and agree that nothing in this Agreement shall be construed as creating a partnership, joint venture, agency, or employment relationship between the parties. 5.2 Vendor acknowledges that it is an independent contractor, and nothing herein shall be deemed to create any association, agency, or joint venture between Vendor and Licensor for any purpose.
Liability: 6.1 Vendor agrees to indemnify and hold harmless Licensor against any and all claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or resulting from Vendor's use, printing, distribution, or sale of the Products. 6.2 Vendor acknowledges that Licensor shall not be liable for any injuries, damages, or losses arising out of the use of the Products, and Vendor assumes all responsibility and liability for such injuries, damages, or losses.
Term and Termination: 7.1 This Agreement shall commence on the Effective Date and shall continue in full force and effect for a period of one (1) year. 7.2 Either party may cancel this Agreement at any time by providing written notice to the other party at least thirty (30) days prior to the intended date of cancellation. 7.3 Upon termination of this Agreement for any reason, all rights and licenses granted hereunder shall immediately cease, and Vendor shall cease all use, printing, distribution, and sale of the Products.
Acceptance: The act of purchasing this agreement constitutes acceptance of all terms and conditions contained herein by the Vendor. By purchasing this agreement, the Vendor acknowledges that they have read, understood, and agree to be bound by all the terms and conditions set forth in this agreement.
Confidentiality: 9.1 Vendor agrees to keep confidential all proprietary information, trade secrets, and other sensitive information disclosed by Licensor in connection with this Agreement.
Governing Law: 10.1 This Agreement shall be governed by and construed in accordance with the laws of Missouri, USA, without giving effect to any choice or conflict of law provision or rule.
Entire Agreement: 11.1 This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether oral or written, relating to such subject matter. 11.2 This Agreement may not be amended or modified except in writing signed by both parties.
By purchasing this agreement, the Vendor acknowledges and agrees to the terms and conditions set forth herein. Please print this description for your records.
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