Holiday Gift Guide

HOLIDAY GIFT GUIDE AGREEMENT

This Holiday Gift Guide Agreement (the Agreement) is entered into as of by and between:

WHEREAS

WHEREAS, Provider is engaged in the business of producing curated editorial content, promotional catalogs, and guides specializing in seasonal product recommendations and promotional placement;

WHEREAS, Client desires to retain Provider to prepare, design, and publish a Holiday Gift Guide for the upcoming holiday season identified as and Provider is willing to perform such services on the terms set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

SCOPE OF WORK

Provider will create a Holiday Gift Guide (the Guide) for Client. The Guide will include editorial content, photography or product imagery supplied or approved by Client, product descriptions, and placement as set forth below. Provider will perform the services in a professional manner and deliver the Guide according to the delivery schedule.

Print Digital (PDF/HTML) Email Newsletter

PAYMENT TERMS

In consideration for Provider's performance, Client will pay Provider the fees set forth below. All payments are nonrefundable except as expressly provided otherwise in this Agreement.

TERM AND TERMINATION

This Agreement commences on the Start Date and, unless earlier terminated in accordance with this Section, continues until the completion of Provider's obligations or the End Date, whichever occurs first.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within the notice period set above. Termination shall not relieve Client of the obligation to pay for services performed and costs incurred through the termination date.

CONFIDENTIALITY

For purposes of this Agreement, Confidential Information means non-public information disclosed by one party to the other, whether marked confidential or reasonably understood to be confidential, including but not limited to product lists, pricing, editorial strategies, unpublished layouts, marketing plans, and contributor information. The receiving party shall: (a) hold Confidential Information in strict confidence; (b) not disclose Confidential Information to third parties except as required for performance of this Agreement and subject to written obligations of confidentiality; and (c) use Confidential Information solely to perform obligations under this Agreement. Confidentiality obligations survive termination for a period of two (2) years, except for trade secrets, which shall remain confidential as long as they qualify as trade secrets under applicable law.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Provider retains all copyright and editorial rights in materials created by Provider, and grants Client a limited, non-exclusive, non-transferable license to use the Guide for the Client's promotional purposes described in the Scope of Work. Client represents and warrants that it has the right to grant licenses to any third-party content, images, and trademarks it supplies to Provider and will indemnify Provider for claims arising from Client-supplied materials.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles.

ENTIRE AGREEMENT

This Agreement, together with any attached exhibits and the Scope of Work, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

ADDITIONAL TERMS

If Provider is prevented from performing by circumstances beyond its reasonable control, Provider shall be excused for the period of delay. Each party's liability to the other for any claim arising out of this Agreement shall be limited to direct damages and shall not exceed the total fees actually paid by Client to Provider under this Agreement, except in cases of willful misconduct or gross negligence.

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