Marketing Avocare Flyer

MARKETING AVOCARE FLYER

This Marketing Services Agreement ("Agreement") is entered into as of by and between Client Name: and Contractor Name: .

WHEREAS

1. WHEREAS, Client desires to retain Contractor to create, design, and deliver a marketing flyer for Client's product or service known as Avocare in accordance with the terms and conditions set forth in this Agreement.

2. WHEREAS, Contractor represents that it has the necessary expertise, personnel, and facilities to provide professional marketing and design services and is willing to perform such services for Client under the terms set forth herein.

3. WHEREAS, the parties wish to set forth their respective rights and obligations with respect to the creation, approval, delivery, and payment for the Marketing Avocare Flyer.

SCOPE OF WORK

Number of design concepts:   Rounds of revisions included:

Flyer size/specification:   Print quantity (if applicable):

Digital formats to be delivered:

TIMELINE

Project start date:   Estimated completion date:

PAYMENT TERMS

Deposit required:   Balance due upon:

Late payment fee:   Collection costs recoverable:

TERM AND TERMINATION

Agreement term begins on:   and ends on:

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

CONFIDENTIALITY

Each party shall maintain as confidential all non-public information disclosed by the other party in connection with this Agreement, including marketing plans, pricing, creative assets, customer lists, and trade secrets ("Confidential Information"). Confidential Information shall remain confidential for a period of from the date of disclosure, except as otherwise required by law. Receiving party shall use no less than reasonable care to protect Confidential Information and shall only use it to perform obligations under this Agreement.

INTELLECTUAL PROPERTY AND OWNERSHIP

Subject to full payment of amounts due under this Agreement, Contractor assigns to Client all right, title and interest in the final deliverables specifically created for Client under this Agreement. Contractor retains ownership of general know-how, templates, and pre-existing materials. Client's ownership excludes any third-party licensed materials, which will be identified and licensed to Client for the stated uses only.

If transfer of copyrights is limited for any component, parties shall list such components here:

WARRANTIES, LIMITATIONS, AND INDEMNIFICATION

Contractor warrants that the services will be performed in a professional manner in accordance with industry standards. Except as expressly provided, Contractor makes no other warranties and expressly disclaims implied warranties of merchantability and fitness for a particular purpose. Each party shall indemnify and hold harmless the other from claims arising from that party's breach of this Agreement, negligent acts, or willful misconduct.

GOVERNING LAW

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

ENTIRE AGREEMENT

This Agreement, including any attached exhibits and accepted statements of work, constitutes the entire agreement between the parties relating to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. Any amendment must be in writing and signed by both parties.

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