Lead Generation Portrait Template

LEAD GENERATION PORTRAIT TEMPLATE AGREEMENT

This Lead Generation Portrait Template Agreement (the "Agreement") is made and entered into as of by and between Service Provider: , and Client Name: .

RECITALS

WHEREAS, Service Provider develops portrait template assets, imagery, and supporting creative designed specifically for lead generation campaigns (the "Templates"); and

WHEREAS, Client desires to engage Service Provider to create, deliver, and license Templates for Client's use in digital and offline lead generation activities, and Service Provider is willing to provide such Templates under the terms set forth herein.

WHEREAS, the parties intend for the Agreement to govern the creation, payment, delivery, permitted use, confidentiality, and ownership of the Templates.

SCOPE OF WORK

Deliverables shall include the following items (select applicable and specify quantities or details):

Portrait template files (JPEG/PNG/PSD)

Editable source files (PSD/AI)

Usage and branding guidelines document

Acceptance criteria: Client shall review delivered Templates within days of delivery and either accept them or provide written change requests. Service Provider will perform up to rounds of revisions included in the Fee.

PAYMENT TERMS

Total Fee: $ payable as follows:

Deposit: $ due upon execution; Balance: $ due upon final acceptance or within days of invoice.

Late payments shall incur a late fee of per month on the outstanding amount, or the maximum permitted by law, whichever is less.

Bank transfer Credit card Check

TERM AND TERMINATION

This Agreement commences on Start Date: and, unless earlier terminated, will terminate on End Date: .

Either party may terminate this Agreement for material breach if the breaching party fails to cure the breach within days after receipt of written notice. Either party may terminate for convenience upon days' prior written notice to the other party.

CONFIDENTIALITY

Each party (the "Receiving Party") shall keep confidential and not disclose or use any confidential information of the other party (the "Disclosing Party"), except as necessary to perform its obligations under this Agreement. Confidential information includes Templates, pricing, campaign metrics, customer lists, and business strategies, but excludes information that is: (a) publicly available through no fault of the Receiving Party; (b) already known to the Receiving Party at the time of disclosure; or (c) lawfully obtained from a third party without obligation of confidentiality.

The Receiving Party shall use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care. Upon termination or request, the Receiving Party shall promptly return or destroy Confidential Information and certify in writing that such return or destruction has been completed.

INTELLECTUAL PROPERTY AND LICENSE

Service Provider shall retain all moral rights and copyrights in Templates unless the parties expressly agree to an exclusive transfer in writing. Subject to full payment of Fees, Service Provider grants Client a Non-exclusive license Exclusive transfer of rights Limited-use license for the Territory:

Any license granted is limited to use of the Templates for Client's lead generation activities and associated promotional materials unless otherwise agreed in writing. Client shall not resell or sublicense Templates except as expressly permitted.

WARRANTIES, INDEMNITY AND LIMITATION OF LIABILITY

Service Provider represents and warrants that (a) Templates will be original to Service Provider and will not infringe third-party rights, and (b) Service Provider has the right to grant the rights granted herein. Client represents that it will not use Templates for unlawful purposes.

Each party shall indemnify, defend, and hold harmless the other party from third-party claims arising from the indemnifying party's breach of its representations, willful misconduct, or negligence. The indemnified party shall provide prompt written notice of any claim and cooperate in the defense.

Except for breaches of confidentiality and indemnity obligations, neither party shall be liable for incidental, indirect, special, or consequential damages. The aggregate liability of either party for any claim arising out of or related to this Agreement shall not exceed the total Fees paid to Service Provider under this Agreement.

NOTICES

All notices under this Agreement must be in writing and delivered to the addresses below by hand, certified mail, or electronic transmission with confirmation.

GOVERNING LAW; ENTIRE AGREEMENT

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

This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties concerning its subject matter and supersedes all prior and contemporaneous agreements, representations, and understandings, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by both parties.

MISCELLANEOUS

Independent Contractor: Service Provider is an independent contractor and not an employee, agent, or partner of Client. Nothing in this Agreement creates an employment relationship or joint venture between the parties.

Assignment: Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except to a successor in interest in connection with a merger or sale of substantially all assets.

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