This Merchandise Production and Distribution Agreement

(“AGREEMENT”) is entered into as of this date.

BETWEEN:

Back In Print LTD,
Company Number: 15800216,
hereinafter referred to as

“PROVIDER”

AND

“CLIENT”

AGREEMENT DETAILS

1. PURPOSE

PROVIDER agrees to produce merchandise utilising CLIENT’s logos and brand elements for CLIENT to promote and sell.


2. SCOPE OF WORK

Merchandise Services: PROVIDER will:
Design and produce apparel and other merchandise incorporating CLIENT’s logos and branding.
Choose items that best suit CLIENT’s brand image and strategy.
Produce the merchandise according to agreed specifications.
Offer guidance on market trends to optimise merchandise for CLIENT’s target market.

3. TERM

This Agreement will commence on the effective date of signing and shall continue unless terminated earlier as per Section 9.


4. PAYMENT TERMS

CLIENT will pay PROVIDER for the production of the merchandise at rates set by PROVIDER.Payment terms are net 30 days from the invoice date.

5. INTELLECTUAL PROPERTY AND LICENCE

CLIENT grants PROVIDER a non-exclusive licence to use CLIENT’s logos, trademarks, and other intellectual property solely for the purposes of producing, and distributing the merchandise during the term of this Agreement.

All merchandise designs created by PROVIDER for CLIENT will belong to CLIENT upon payment for the merchandise.

PROVIDER may supply merchandise to businesses who will stock and sell the products for CLIENT.

These sales provide free marketing and exposure for CLIENT, and neither PROVIDER nor CLIENT, will influence or control the final sale price set by these third-party businesses.

No compensation will be paid to either party from these sales.


6. PRODUCTION AND DISTRIBUTION RIGHTS

PROVIDER is responsible for producing and delivering merchandise to CLIENT, or to businesses that will stock and sell the merchandise for CLIENT.

PROVIDER will not deliver merchandise directly to customers, and any third-party sales are solely between the business and their customer.

CLIENT retains the right to distribute or sell the merchandise independently.

7. SAMPLE ORDERS AND QUALITY ASSURANCE

CLIENT is required to order a sample of one T-shirt before making any full orders.

This sample will be used to verify quality, as well as test delivery and payment processes.

For other merchandise items, CLIENT may order samples at their discretion for quality assurance purposes.


8. QUALITY STANDARDS

PROVIDER guarantees that all merchandise produced, will meet the quality standards agreed upon by both parties, provided that CLIENT supplies designs of sufficient quality for production.

PROVIDER shall not be held responsible for any defects or issues, in the final printed merchandise that arise due to CLIENT providing logos or designs, in inadequate resolution or quality.

Should any defects arise in production not related to the quality of the designs, supplied by CLIENT, PROVIDER will address and resolve these issues in a timely manner.

9. TERMINATION

Either party may terminate this Agreement with 60 days’ written notice to the other party.

Either party may terminate this Agreement immediately if, the other party commits a material breach of its obligations under this Agreement, and fails to remedy such breach within 14 days of receiving written notice of the breach.

This Agreement may also be terminated immediately by either party if, the other party becomes insolvent, enters into liquidation, or is unable to pay its debts as they fall due.

Either party may terminate this Agreement if, a force majeure event prevents performance under the Agreement for more than 60 days.


10. RELATIONSHIP OF PARTIES

The relationship between the parties under this Agreement is that of independent contractors.

Nothing in this Agreement creates a partnership, joint venture, or employment relationship between the parties.

11. FORCE MAJEURE

Neither party shall be liable for delays or failure to perform its obligations, under this Agreement due to events beyond its reasonable control, including but not limited to acts of God, strikes, war, pandemics, or government actions.

If such a delay exceeds 60 days, the non-affected party may terminate this Agreement.


12. GOVERNING LAW

This Agreement shall be governed by, and construed in accordance with, the laws of England and Wales.

Any disputes arising from this Agreement, shall be subject to the exclusive jurisdiction of the courts of England and Wales.

13. DISPUTE RESOLUTION

In the event of a dispute, the parties shall attempt to resolve the matter through good-faith negotiations.

If negotiations fail, the matter shall first be referred to mediation before any legal proceedings are initiated.


14. AMENDMENTS

This Agreement may be amended only in writing, and such amendments must be signed by both parties.

15. DISCOUNT

CLIENT shall receive a 10% discount at checkout, as a gesture of goodwill for affiliating with PROVIDER.

This discount applies only to merchandise featuring CLIENT’s own branding and logos.


16. SIGNATURES

For

“PROVIDER”

Back In Print LTD:

Bex Smith
CEO