Business Greeting Document

BUSINESS GREETING DOCUMENT

Client Name:    Provider Name:

Recitals

WHEREAS, Client is engaged in the business of operating and promoting a commercial enterprise and desires to obtain from Provider certain business greeting materials and related services for use in marketing, client relations and corporate communications; and

WHEREAS, Provider represents that it has the experience, personnel and resources necessary to design, produce and, if required, distribute business greeting materials including but not limited to printed greeting cards, digital greeting templates, copywriting and artwork (collectively, the Services); and

WHEREAS, the Parties wish to set forth the terms and conditions under which Provider will perform the Services and Client will pay for such Services effective as of the Effective Date set forth below.

Effective Date:

Scope of Work

Provider will perform the Services described below. Services shall be performed in a professional manner consistent with industry standards. The Parties agree that the Scope of Work shall include, at minimum, the following deliverables and specifications:

Delivery Deadline:

Payment Terms

Provider will submit invoices in accordance with the Payment Schedule. Amounts not paid within thirty (30) days after the invoice due date shall accrue the Late Fee specified above and Provider may suspend performance until overdue amounts are paid in full. Client shall be responsible for any reasonable costs of collection, including attorneys' fees.

Term and Termination

Term Start Date:    Term End Date:

Either Party may terminate this Agreement for convenience upon written notice to the other Party not less than days prior to the effective date of termination. Either Party may terminate this Agreement immediately for material breach if the breaching Party fails to cure the breach within thirty (30) days after receipt of written notice specifying the nature of the breach. Termination shall not relieve Client of its obligation to pay for Services rendered and costs incurred through the effective date of termination.

Confidentiality

For purposes of this Agreement, "Confidential Information" means all non-public information disclosed by one Party to the other in any form that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information. Confidential Information includes, without limitation, business plans, customer lists, pricing, trade secrets, designs, artwork and creative concepts.

The receiving Party shall: (a) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (b) use Confidential Information only for the performance of obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to its employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein. Confidential Information does not include information that: (i) is or becomes generally available to the public through no act or omission of the receiving Party; (ii) was in the receiving Party's lawful possession prior to the disclosure; (iii) is received by the receiving Party from a third party without restriction; or (iv) is independently developed by the receiving Party without use of Confidential Information.

Upon termination or expiration of this Agreement, the receiving Party shall, at the disclosing Party's option, return or destroy all Confidential Information, except that one archival copy may be retained solely for compliance and legal purposes. The obligations of confidentiality shall survive for a period of three (3) years following termination or expiration of this Agreement, except for trade secrets, which shall be protected for so long as they qualify as trade secrets under applicable law.

Intellectual Property and License

Except as expressly provided herein, Provider retains all right, title and interest in any pre-existing intellectual property and Provider-created materials. Upon full payment of all amounts due under this Agreement, Provider grants Client a non-exclusive, worldwide, royalty-free license to use the final delivered greeting materials for Client's internal and external business communications as specified in the Scope of Work. Provider retains the right to use non-confidential, non-client-specific work samples for promotional purposes unless Client provides a written objection.

Warranties; Indemnification

Each Party represents and warrants that it has the authority to enter into this Agreement. Provider warrants that the Services will be performed in a professional and workmanlike manner in accordance with the Scope of Work. Client will indemnify, defend and hold harmless Provider from and against any claim arising from Client-provided materials, content, or instructions that infringe third-party rights or violate applicable law. Provider will indemnify, defend and hold harmless Client from and against any claim that Provider's original deliverables, as provided, infringe a third party's copyright, provided Client gives Provider prompt written notice and reasonable cooperation in the defense or settlement of any such claim.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The Parties shall attempt in good faith to resolve any dispute arising under this Agreement through negotiation. If the dispute cannot be resolved by negotiation within thirty (30) days, either Party may pursue any remedy available at law or in equity.

Entire Agreement; Amendments

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous proposals, negotiations, representations and agreements, whether written or oral. No amendment or modification of this Agreement shall be binding unless made in writing and signed by authorized representatives of both Parties.

Notices

Notices shall be in writing and delivered by personal delivery, nationally recognized overnight courier, or certified mail, return receipt requested, and shall be deemed given upon receipt.

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