Conversion Kits for Marketing

GENERAL BUSINESS AGREEMENT — CONVERSION KITS FOR MARKETING

This General Business Agreement for Conversion Kits for Marketing (the Agreement) is entered into as of , by and between Client Name: with principal place of business at , and Provider Name: with principal place of business at .

WHEREAS

WHEREAS, Provider develops and delivers marketing conversion kits consisting of creative assets, templates, copy, and implementation instructions designed to improve lead-to-customer conversion rates (the Conversion Kits); and

WHEREAS, Client desires to engage Provider to supply, customize, and deliver such Conversion Kits under the terms set forth herein, and Provider agrees to provide such services and deliverables in accordance with this Agreement.

SCOPE OF WORK

Provider shall perform the services and deliverables described below (the Services). Provider will provide the deliverables in a professional manner consistent with industry standards for digital marketing assets.

Landing page templates — Notes:

Email sequence templates — Notes:

Analytics & tracking implementation — Notes:

PAYMENT TERMS

Client shall pay Provider the fees set forth below in exchange for the Services and Deliverables. All amounts are stated in U.S. dollars unless otherwise agreed in writing.

If any undisputed invoice is not paid within days after the invoice due date, interest shall accrue at per month, or the maximum rate permitted by law, whichever is lower. Provider may also suspend Services for past-due balances after providing written notice.

TERM AND TERMINATION

This Agreement shall commence on the Start Date and continue until the End Date or until terminated in accordance with this Section.

Start Date: ,

End Date: ,

Either party may terminate this Agreement for material breach if the breaching party fails to cure such breach within days after receipt of written notice. Either party may terminate for convenience upon days' prior written notice to the other party. Upon termination, Client shall pay for all Services performed and Deliverables delivered through the effective date of termination.

CONFIDENTIALITY

Each party (Receiving Party) shall keep confidential and shall not disclose to any third party, or use for any purpose other than performing under this Agreement, any non-public information designated as confidential by the other party (Disclosing Party), including business plans, marketing strategies, customer lists, pricing, technical information, and Deliverables not yet published (Confidential Information). Confidential Information does not include information that: (a) is or becomes publicly available other than by breach of this Agreement; (b) was rightfully in the Receiving Party's possession prior to disclosure; (c) is independently developed by the Receiving Party without reference to the Disclosing Party's Confidential Information; or (d) is required to be disclosed by law or valid legal process, provided the Receiving Party provides prompt notice and limits disclosure to the extent practicable.

INTELLECTUAL PROPERTY; LICENSE

Provider shall retain all right, title and interest in and to Provider's pre-existing materials, tools, templates, software, and methodologies (Provider IP). Subject to full payment of Fees, Provider grants Client a non-exclusive, non-transferable, worldwide license to use the delivered Conversion Kits solely for Client's internal marketing purposes. Any modification, resale, sublicensing, or distribution of the Conversion Kits to third parties is prohibited without the prior written consent of Provider. Custom assets created specifically for Client and expressly identified as "Work Product" in writing shall be owned by .

WARRANTIES; LIMITATION OF LIABILITY

Provider warrants that it will perform Services in a professional and workmanlike manner in accordance with generally accepted industry standards. EXCEPT AS SET FORTH IN THE PRECEDING SENTENCE, PROVIDER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES. PROVIDER'S AGGREGATE LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE PRIOR TWELVE (12) MONTHS.

CHANGE ORDERS

Any changes to the Scope of Work, schedule, or fees shall be made only by a written change order signed by authorized representatives of both parties. Provider may invoice for additional work and reasonable costs incurred as a result of approved change orders.

MISCELLANEOUS

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to conflict of laws principles. Venue for any dispute shall lie in the state and federal courts located within that state.

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except that Provider may assign to an affiliate or successor in connection with a sale of substantially all of its business or assets.

Notices: All notices shall be in writing and delivered to the addresses set forth above or such other address as a party may designate by notice. Notices are effective upon receipt.

Entire Agreement: This Agreement, including any executed change orders or attachments specifically incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter herein and supersedes all prior and contemporaneous agreements, proposals, understandings, and communications, whether written or oral.

SIGNATURES

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