Client Display Form

CLIENT DISPLAY FORM

Parties and Effective Date

This Client Display Form (the Agreement) is entered into on between Client Name: and Service Provider Name: .

WHEREAS

WHEREAS, Client engages Service Provider to create, manage, or publish display materials that reference Client's name, brand, logo, project or other identifying information (Collectively, Display Materials); and

WHEREAS, Client desires to grant Service Provider a limited license to display Client's Display Materials for the purposes and within the scope set forth in this Agreement, and Service Provider agrees to display and use such materials subject to the terms and conditions set forth herein; and

WHEREAS, the parties intend this Agreement to set forth the terms governing display, approval, compensation and the protection of confidential or proprietary information.

Scope of Work

Service Provider shall create, publish and maintain Display Materials consistent with Client's instructions and applicable trademark and brand guidelines. The scope of permitted display, specific deliverables, and any restrictions are described below.

Website/Online Portfolio Social Media Print Collateral Event Signage

Client approval is required for initial publication of Display Materials. Client shall respond to approval requests within calendar days. Failure to respond shall constitute deemed approval for the limited purpose stated in the request unless otherwise agreed in writing.

Payment Terms

Invoices are due within days of invoice. Late payments accrue interest at a rate of % per month (or the maximum permitted by law), or a late fee of USD, whichever is greater.

Term and Termination

This Agreement commences on and continues until unless earlier terminated in accordance with this Section.

Either party may terminate for convenience upon days' prior written notice. Either party may terminate immediately for material breach that is not cured within 30 days of written notice of such breach.

Upon termination, Service Provider shall cease new uses of Display Materials and remove or discontinue use as reasonably practicable within 30 days, except where continued use is required by an outstanding invoice or for archival purposes.

Confidentiality

Each party acknowledges that in connection with this Agreement it may receive Confidential Information of the other party. "Confidential Information" means non-public business, technical or financial information that is clearly identified as confidential at the time of disclosure or that reasonably should be understood to be confidential. Confidential Information does not include information that: (a) is or becomes generally available to the public through no fault of the receiving party; (b) was known to the receiving party prior to disclosure; (c) is lawfully received from a third party without restriction; or (d) is independently developed without use of the disclosing party's Confidential Information.

Confidentiality obligations survive termination for a period of three (3) years, except for trade secrets, which shall remain protected for as long as they qualify as trade secrets under applicable law.

Representations, Warranties and Indemnity

Client represents and warrants that it has all rights, title and authority to grant the license and approvals granted herein, and that use of the Display Materials as permitted in this Agreement will not violate the rights of any third party. Service Provider represents and warrants that its display practices will conform to industry standards and the Client's written brand guidelines.

Each party shall indemnify, defend and hold harmless the other from and against third party claims arising from the indemnifying party's breach of its representations or willful misconduct, subject to commercially reasonable notice and control of the defense by the indemnified party.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of without regard to conflict of law principles. The parties shall attempt in good faith to resolve disputes by negotiation prior to commencing any litigation.

Entire Agreement

This Agreement, including all attachments and written authorizations referenced herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior or contemporaneous agreements, understandings and communications, whether written or oral. Any amendment must be in writing and signed by authorized representatives of both parties.

Additional Provisions

Use of Client trademarks and logos must conform to Client's trademark and brand guidelines provided in writing. Service Provider shall not alter or modify logos beyond resizing for layout without prior written approval.

No license or right is granted except as expressly set forth in this Agreement. All rights not expressly granted to Service Provider are reserved by Client.

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