Business Pamphlet Document

DOCUMENT NAME

Parties and Purpose

This Business Pamphlet Agreement (the Agreement) is entered into effective as of (Effective Date), by and between:

Whereas

WHEREAS, Company conducts marketing and distribution activities and desires professionally produced pamphlets and related materials for distribution to Company customers and prospects; and

WHEREAS, Provider has expertise in the production, design, printing and delivery of business pamphlets and promotional literature, and is willing to perform such services for Company in accordance with the terms and conditions set forth herein; and

NOW, THEREFORE, in consideration of mutual covenants contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows.

Scope of Work

Provider shall prepare, produce and deliver the pamphlet materials described below in accordance with the specifications and schedule agreed by the parties. Provider will be responsible for design variations, pre-press proofs, print production and delivery as described in the Scope of Work field.

Payment Terms

Company shall pay Provider for the services and deliverables set forth in this Agreement in accordance with the following payment terms.

All payments are due net as specified in the Payment Schedule. Provider may suspend work if payments are delinquent more than days after a written notice of late payment, provided Provider complies with any cure periods specified herein.

Term and Termination

This Agreement commences on and remains in effect until , unless earlier terminated as set forth below.

Either party may terminate this Agreement for convenience upon providing the other party with at least days' prior written notice. Either party may terminate this Agreement immediately upon written notice if the other party materially breaches the Agreement and fails to cure such breach within 30 days after receipt of written notice specifying the breach.

Confidentiality

Each party (Receiving Party) shall hold in confidence and not disclose to any third party, or use for any purpose other than performance of this Agreement, any non-public business, technical or financial information disclosed by the other party (Disclosing Party) that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Confidential information does not include information that: (a) is or becomes publicly known through no wrongful act of the Receiving Party; (b) was known to the Receiving Party prior to disclosure by the Disclosing Party without restriction; (c) is received from a third party without breach of any obligation of confidentiality; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's confidential information.

Intellectual Property and Materials

Unless otherwise agreed in writing, Company shall retain ownership of Company-provided trademarks, logos, copy and other proprietary content. Provider shall retain ownership of Provider's pre-existing materials and design tools. Provider hereby grants to Company a non-exclusive, perpetual, worldwide license to use the deliverables produced under this Agreement for Company’s marketing and distribution purposes, subject to full payment of amounts due under this Agreement.

Representations; Warranties; Indemnity

Each party represents that it has the full power and authority to enter into this Agreement. Provider represents that the deliverables will conform to the agreed specifications and will not infringe third-party intellectual property rights. Provider agrees to indemnify and hold harmless Company from claims arising out of Provider's breach of the foregoing representation, subject to Company's compliance with any notice and mitigation obligations set forth in this Agreement.

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 agree to seek amicable resolution of disputes in good faith prior to pursuing legal remedies.

Entire Agreement; Amendments

This Agreement, including any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether oral or written. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Miscellaneous Provisions

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Company may assign this Agreement to an affiliate or in connection with a merger or sale of substantially all of its assets.

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