Marketing Banners

MARKETING BANNERS AGREEMENT

RECITALS

WHEREAS, Client Name: and Client Address:

WHEREAS, Service Provider Name: and Service Provider Address:

WHEREAS, Client desires to retain Service Provider to design, produce and deliver marketing banners and related assets pursuant to the terms and conditions set forth in this Agreement, and Service Provider is willing to perform such services on the terms provided herein.

SCOPE OF WORK

Service Provider shall create digital marketing banners and related creative assets as described below. Final deliverables, technical specifications, and acceptance criteria are set forth in the Scope of Work field.

Static banners (PNG/JPEG)    Animated banners (GIF/MP4)    HTML5/interactive banners    Source files (PSD/AI)    Resized variants and responsive versions

PAYMENT TERMS

Total Fee: . A non-refundable deposit of: is due upon execution of this Agreement.

Invoices are payable within days of invoice receipt. Late payments shall incur a late fee equal to % per month on the outstanding balance, calculated from the invoice due date until paid in full.

TERM AND TERMINATION

This Agreement commences on Start Date: and continues until Completion Date: , unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience with prior written notice of days. Either party may terminate immediately for material breach by the other party if such breach is not cured within 15 days of written notice.

Upon termination, Client shall pay Service Provider for all work performed and expenses incurred through the effective date of termination, pro rata for partially completed milestones. Service Provider shall deliver any completed deliverables upon payment.

CONFIDENTIALITY

Each party shall maintain in confidence all non-public information disclosed by the other party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information (\"Confidential Information\"). Confidential Information shall not include information that (a) is or becomes generally known to the public through no fault of the receiving party; (b) is known to the receiving party at the time of disclosure without obligation of confidentiality; or (c) is rightfully obtained by the receiving party from a third party without restriction.

The receiving party shall only use Confidential Information to perform its obligations under this Agreement and shall take reasonable measures to protect the Confidential Information from unauthorized use or disclosure.

INTELLECTUAL PROPERTY AND LICENSE

Unless otherwise agreed in writing, upon full receipt of all fees due under this Agreement, Service Provider assigns to Client all worldwide right, title and interest in and to the final delivered banner artwork and associated final source files (the \"Final Artwork\") necessary for Client's use as set forth in this Agreement. Service Provider retains ownership of any underlying tools, pre-existing materials, templates, or libraries not developed exclusively for Client.

REVISIONS AND ACCEPTANCE

Client is entitled to rounds of revision per banner as part of the Total Fee. Additional revisions shall be billed at per hour.

Deliverables shall be deemed accepted if Client does not provide written notice of rejection with specific reasons within days of delivery.

WARRANTIES; INDEMNIFICATION

Service Provider represents and warrants that the Final Artwork will be original and will not knowingly infringe the intellectual property rights of any third party. Client warrants that any materials provided to Service Provider do not infringe third-party rights.

Each party agrees to indemnify, defend and hold harmless the other party from and against any third-party claims arising from the indemnifying party's breach of its representations, warranties, or obligations under this Agreement, subject to the indemnified party providing prompt written notice and reasonable cooperation.

LIMITATION OF LIABILITY

Except for liability arising from breach of confidentiality, willful misconduct, or indemnification obligations, neither party shall be liable for indirect, incidental, consequential, special or punitive damages, and the total aggregate liability of either party under this Agreement shall not exceed the Total Fee paid by Client to Service Provider under this Agreement.

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 exhibits, schedules, or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous negotiations, proposals, agreements and understandings, whether written or oral. Any amendment must be in writing and signed by both parties.

MISCELLANEOUS

Notices required under this Agreement shall be sent to the addresses set forth above or to such other address as a party may designate by written notice. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect.

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