Holiday Advent & Christmas Template

HOLIDAY ADVENT & CHRISTMAS SERVICES AGREEMENT

Parties

This Holiday Advent & Christmas Services Agreement (the Agreement) is entered into as of by and between Client Name: , with primary address: and Service Provider Name: , with primary address: .

WHEREAS

WHEREAS, Client desires to retain Provider to develop, coordinate, produce and/or deliver Holiday Advent and Christmas-themed services, promotions, and materials described herein; and

WHEREAS, Provider represents that it has the experience, personnel and resources necessary to perform the services in a professional manner in accordance with industry standards; and

WHEREAS, the parties desire to set forth the terms and conditions governing the provision of such holiday services.

Scope of Work

Payment Terms

Client shall pay Provider the fees and expenses set forth below in consideration for the performance of the Scope of Work. All amounts are in local currency unless otherwise specified.

Any amount not paid when due shall accrue interest at the rate of (or the maximum rate permitted by applicable law, if lower). In addition to interest, Provider may suspend performance if invoices remain unpaid for more than days after written notice of nonpayment.

Term and Termination

This Agreement shall commence on Start Date: and shall continue in effect until End Date: unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for material breach by the other party if such breach remains uncured for a period of days after receipt of written notice specifying the nature of the breach. Either party may also terminate for convenience upon days' prior written notice to the other party. Termination shall not relieve Client of its obligation to pay for services rendered and expenses incurred through the effective date of termination.

Confidentiality

"Confidential Information" means non-public information disclosed by one party (Disclosing Party) to the other (Receiving Party) that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information excludes information that: (a) is or becomes generally known to the public through no wrongful act of the Receiving Party; (b) was rightfully in the Receiving Party's possession prior to disclosure; (c) is rightfully obtained by the Receiving Party from a third party without restriction; or (d) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

The Receiving Party shall (i) hold Confidential Information in confidence and not disclose it to any third party except as expressly permitted in this Agreement; (ii) use Confidential Information solely to perform its obligations or exercise its rights under this Agreement; and (iii) take reasonable measures to protect Confidential Information from unauthorized use or disclosure. Upon termination or upon written request, the Receiving Party shall promptly return or destroy all Confidential Information, except as required by law, in which case the Receiving Party shall notify the Disclosing Party prior to disclosure to the extent permitted.

The obligations of confidentiality shall survive termination or expiration of this Agreement for a period of three (3) years, provided that trade secrets and proprietary technical information shall survive for so long as such information remains a trade secret under applicable law.

Liability; Insurance

Except for willful misconduct or gross negligence, neither party shall be liable to the other for consequential, incidental, special or punitive damages. Provider shall maintain, at its expense, insurance coverage appropriate to the services provided, including commercial general liability and workers' compensation where applicable, with limits customary for the industry.

Intellectual Property & Use of Materials

Unless otherwise agreed in writing, Provider grants Client a non-exclusive, non-transferable license to use deliverables created under this Agreement solely for the holiday campaign identified in the Scope of Work. Provider retains all right, title and interest in any pre-existing materials, templates, tools and methodologies used to create deliverables. Client will not remove Provider's credits where applicable and will not claim ownership of Provider's pre-existing intellectual property.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for disputes arising under this Agreement.

Entire Agreement

This Agreement, together with any written attachments, schedules or change orders signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, proposals and communications, whether written or oral. No amendment or waiver shall be effective unless in writing and signed by authorized representatives of both parties.

Notices

All notices under this Agreement shall be in writing and delivered to the contact information set forth below for each party. Notices are effective upon receipt.

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