Layout Mark-up Document

LAYOUT MARK-UP DOCUMENT

RECITALS

WHEREAS Client Name: and Client Address: (collectively, the "Client") desires certain layout review and annotated mark-up services; and

WHEREAS Provider Name: and Provider Address: (the "Provider") has the technical expertise to deliver layout mark-up and annotations for the Project described below.

WHEREAS the parties agree that Provider will perform layout mark-up services for Project Name: in accordance with the terms and conditions set forth in this Layout Mark-up Document (the "Agreement"). Effective Date:

SCOPE OF WORK

Number of revision rounds included:   Standard turnaround per review:   Expected completion date:

Accepted mark-up formats (select all that apply): PDF comments InDesign notes Redline PDF Annotated screenshots Other:

PAYMENT TERMS

Total Fee (for services described above): $.

Deposit required prior to commencement: $.   Payments due within days of invoice.

Late payment fee: % per month on overdue balances, compounded monthly, subject to applicable law. Provider may suspend services for invoices unpaid beyond days after written notice.

Additional work beyond the Scope of Work will be billed at $ per hour or as otherwise agreed in writing.

TERM AND TERMINATION

Commencement Date: .   Anticipated End Date: .

Either party may terminate this Agreement for convenience upon providing days' prior written notice to the other party. Termination for cause may be immediate if a material breach is not cured within days after written notice specifying the breach.

Upon termination, Provider shall deliver any completed Deliverables for which Client has paid and Client shall pay for work performed through the effective date of termination. Provider may retain copies of work for recordkeeping and invoicing.

CONFIDENTIALITY

Each party acknowledges that during the performance of this Agreement it may have access to Confidential Information of the other party. "Confidential Information" means non-public business, technical, financial, client, or creative information identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Each party shall (a) use Confidential Information solely for performance under this Agreement, (b) restrict disclosure to employees, contractors or agents who have a need to know and who are bound by confidentiality obligations at least as protective as those herein, and (c) implement reasonable administrative and technical safeguards to protect Confidential Information from unauthorized disclosure. Confidentiality obligations shall continue for years following termination, except for trade secrets which shall remain protected as long as they qualify as trade secrets under applicable law.

Confidential Information does not include information that is or becomes publicly available through no breach of this Agreement, is rightfully received from a third party without an obligation of confidentiality, or is independently developed without use of the other's Confidential Information. A party may disclose Confidential Information to the extent required by law, provided it gives prompt written notice to the other party and reasonably cooperates to limit disclosure.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, upon full payment Provider assigns to Client all right, title and interest in the final Deliverables created specifically for the Client under this Agreement. Provider retains ownership of Provider's pre-existing tools, methodologies, templates, working files, and trade secrets. Any transfer of source files or exclusive rights shall be specified in writing and may be subject to additional fees.

ACCEPTANCE AND REVIEW PROCEDURE

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of: , without regard to its conflict of laws principles. The parties shall attempt in good faith to resolve disputes arising out of or relating to this Agreement by negotiation. If unresolved, disputes shall be resolved by binding arbitration or in the courts of the governing jurisdiction as selected by the parties in writing.

ENTIRE AGREEMENT

This Agreement, including any attached statements of work or schedules expressly incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral. Any modification must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Independent contractor: Provider performs services as an independent contractor and not as an employee, partner, or agent of Client. Neither party may assign this Agreement without the other's prior written consent, except to an affiliate or successor in interest in connection with a merger or sale of substantially all assets.

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