1. Services
Superior will perform specialty printing, embroidery, and related services as described in one or more Purchase Orders (“Purchase Orders” or “POs”) agreed upon between Superior and Client. Each Purchase Order will describe the services to be rendered or products to be delivered (collectively, the “Work”), the applicable pricing, and any other terms specific to that order. Each Purchase Order, upon acceptance by both Parties, is incorporated into and becomes part of this Agreement. Client further agrees to comply with the operational procedures and business practices set forth in Superior’s How We Work Policy, available at www.superiorimprints.com and incorporated herein by reference, as may be updated by Superior from time to time. In the event of any conflict between the version attached to this Agreement and the version posted online, the online version shall control.
2. Payment
Unless otherwise specified in a Purchase Order, Superior will invoice Client upon completion and shipment of the Work or upon notification that the Work is ready for Client pick-up or will call. If a deposit has been paid, such deposit will be credited toward the final invoice. Superior may, at its discretion, issue interim or monthly invoices for partially completed Work. All pricing for Work shall be set forth in the applicable Purchase Order, and invoices may include additional charges consistent with Superior’s How We Work Policy.
Client may remit payment by ACH transfer, check, or other methods approved by Superior. If Client has authorized payment via electronic debit of a bank account, such authorization shall permit Superior to process payment for all invoiced amounts without further consent. Client shall promptly notify Superior of any changes to its billing address or bank account information.
Client shall pay all applicable sales, use, or value-added taxes imposed by governmental authorities, provided such taxes are itemized on the invoice. Any disputes regarding invoiced amounts must be raised in writing prior to payment, or the invoice shall be deemed accepted. Late payments shall accrue interest at a rate of 1.5% per month or the maximum rate permitted by law, whichever is less. Client shall be liable for all costs of collection, including attorneys’ fees and court costs, incurred by Superior in connection with overdue accounts.
3. Term and Termination
This Agreement shall commence upon the earlier of (i) the Effective Date stated above, or (ii) the date on which Client first places an order with Superior, and shall remain in effect for one year, automatically renewing for successive one-year terms unless terminated by either Party with at least thirty (30) days’ prior written notice. Each Purchase Order may have its own specified term; in the event this Agreement is terminated while any Purchase Order remains active, the terms of this Agreement shall continue to govern such Purchase Order until it is completed or otherwise terminated.
Client may not terminate a Purchase Order in progress without payment for all Work performed to date and any applicable administrative fees as described in the How We Work Policy. Superior may terminate a Purchase Order at any time by refunding amounts paid for Work not yet completed.
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4. Confidentiality
Client may, in the course of its dealings with Superior, gain access to nonpublic, proprietary information (“Confidential Information”) belonging to Superior. Such Confidential Information includes, but is not limited to, information regarding Superior’s products, processes, designs, methods, business plans, customer lists, suppliers, pricing, costs, and marketing strategies. Confidential Information shall not include information that is publicly available without breach of this Agreement, was already known to Client without obligation of confidentiality, is obtained from a third party lawfully entitled to disclose it, or is independently developed by Client without reference to Superior’s Confidential Information.
Client agrees to maintain Superior’s Confidential Information in strict confidence, to use it solely for purposes of performing under this Agreement, and to disclose it only to employees or agents bound by comparable confidentiality obligations. Client shall return or destroy all copies of Confidential Information upon request by Superior or upon termination of this Agreement. In the event of any unauthorized disclosure or use of Confidential Information, Client shall promptly notify Superior and take reasonable steps to prevent further misuse. Superior shall be entitled to seek injunctive relief for any breach of this section, in addition to any other available remedies.
5. Non-Exclusivity and Business Conduct
Superior may provide services to other customers, including those who may compete with Client, and nothing in this Agreement shall restrict Superior’s right to do so.
During the term of this Agreement and for a period of six (6) months thereafter, Client agrees not to directly solicit or hire employees or contractors of Superior who were directly involved in performing Work for Client under this Agreement, unless otherwise agreed in writing. This provision shall not restrict general hiring practices conducted through public job postings.
In addition, Client acknowledges that it may, through its relationship with Superior, gain familiarity with Superior’s proprietary processes and internal methodologies. Client agrees that it will not knowingly use such information to establish or substantially support a directly competing printing or embroidery business specifically targeting Superior’s existing customer base for a period of six (6) months following the completion of Client’s last active Purchase Order. This provision is intended to promote fair competition and protect Superior’s legitimate business interests, without restricting Client’s ordinary business operations or unrelated activities.
6. Intellectual Property
Superior acknowledges that Client retains ownership of all pre-existing intellectual property it provides to Superior in connection with the Work. All deliverables created by Superior specifically for Client under a Purchase Order shall, upon full payment, be deemed “work made for hire” and become the property of Client. If, for any reason, such deliverables do not qualify as work made for hire, Superior hereby assigns all rights in such deliverables to Client, effective upon full payment.
Client warrants that it has the right to use and provide to Superior all materials and intellectual property required to perform the Work and that such use will not infringe upon the rights of any third party. Client grants Superior a limited, non-exclusive license to use such materials solely as necessary to perform its obligations under this Agreement.
Superior retains ownership of all pre-existing intellectual property, including its tools, templates, methodologies, software, and production processes. Client may not use Superior’s intellectual property beyond the scope of this Agreement without prior written consent. Any suggestions, feedback, or ideas provided by Client regarding Superior’s services may be freely used by Superior without obligation or compensation to Client.
7. General Provisions
Superior may engage subcontractors to perform portions of the Work, provided that Superior remains responsible for the performance of its subcontractors in accordance with this Agreement.
Except with respect to breaches of Sections 4, 5, or 6, neither Party shall be liable to the other for any consequential, incidental, or special damages, including lost profits, arising from this Agreement. Superior’s total liability under this Agreement shall not exceed the amounts paid by Client to Superior in the twelve (12) months preceding the event giving rise to the claim.
Each Party agrees to indemnify and hold harmless the other Party, including its officers, directors, employees, and agents, from any claims, damages, or liabilities arising from the indemnifying Party’s breach of this Agreement or its gross negligence or willful misconduct.
Superior performs all services as an independent contractor. Nothing in this Agreement shall create an employment, partnership, joint venture, or agency relationship between the Parties.
Superior may include Client’s name and logo in a list of clients for marketing purposes unless otherwise requested in writing by Client.
Client may not assign this Agreement without the prior written consent of Superior.
This Agreement shall be governed by the laws of the State of Washington. Any disputes arising under or related to this Agreement shall be resolved exclusively in the state or federal courts located in King County, Washington, and the Parties hereby submit to such jurisdiction and waive defenses based on lack of personal jurisdiction or forum non conveniens.
The prevailing Party in any legal proceeding to enforce this Agreement shall be entitled to recover its reasonable attorneys’ fees and costs. Superior may seek injunctive relief, without the requirement to post bond, to prevent or remedy any violation of Sections 4, 5, or 6.
Superior may update this Agreement at any time by posting a revised version at www.superiorimprints.com/master-service-agreement. Client agrees to be bound by the latest posted version for all future Purchase Orders and transactions.
This Agreement constitutes the entire understanding between the Parties regarding the subject matter herein and supersedes all prior agreements or understandings. Any amendments to this Agreement must be in writing and signed by both Parties, except that updates to the How We Work Policy or this Agreement may be made by Superior as described herein.
This Agreement may be executed electronically or in counterparts, each of which shall be deemed an original and together shall constitute one instrument. Submission of a Purchase Order, acceptance of a quote, or placement of an order shall constitute Client’s acceptance of this Agreement.