Marketing Benefit Brochure

MARKETING BENEFIT BROCHURE

This Marketing Benefit Brochure Agreement (the "Agreement") is entered into as of by and between the parties identified below.

Parties

Recitals

WHEREAS, Client wishes to engage Service Provider to prepare, design, and distribute a marketing benefit brochure titled for the purpose of communicating program benefits and promotional offers to Client's target audience; and

WHEREAS, Service Provider represents that it has the professional expertise, personnel, and resources to create the marketing materials and manage distribution as set forth herein; and

WHEREAS, the parties desire to set forth the terms governing the creation, approval, delivery, payment, confidentiality, and ownership of the marketing benefit brochure.

Scope of Work

Service Provider shall perform the following services consistent with the professional standards applicable to marketing and communications agencies:

Payment Terms

As consideration for the performance of the Scope of Work, Client shall pay Service Provider the fees and on the schedule set forth below.

Late payments shall accrue interest at a rate of per month on any undisputed overdue balance, or the maximum rate permitted by law, whichever is less. Client shall also be responsible for reasonable collection costs incurred by Service Provider in enforcing payment.

Term and Termination

This Agreement commences on and shall continue until unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon written notice delivered days prior to the effective termination date. Either party may terminate immediately for material breach by the other party that remains uncured for more than 15 days after written notice specifying the breach.

Confidentiality

Each party acknowledges that in connection with this Agreement it may receive or have access to Confidential Information of the other party. "Confidential Information" includes non-public business and technical information, marketing plans, pricing, customer lists, and unpublished creative materials. Each party shall (a) hold such Confidential Information in strict confidence, (b) not disclose it to third parties except to employees, contractors, or advisors who have a need to know and who are bound to protect confidentiality, and (c) not use it except to perform under this Agreement. The obligations in this section do not apply to information that is or becomes publicly known through no breach of this Agreement, is independently developed, or is required to be disclosed by applicable law or court order (provided the disclosing party gives prompt notice to permit protective measures).

Intellectual Property

Unless otherwise agreed in writing, Service Provider shall retain ownership of all preexisting intellectual property and templates. Upon full payment of fees due under this Agreement, Service Provider assigns to Client a perpetual, non-exclusive, worldwide license to use the final brochure artwork and copy for the purposes set forth herein. Service Provider warrants that deliverables will not infringe third-party intellectual property; Client agrees to notify Service Provider promptly of any claim of infringement and to allow Service Provider to defend such claims.

Indemnification and Limitation of Liability

Each party shall indemnify and hold harmless the other from third-party claims arising from its breach of this Agreement or its negligent or willful acts. EXCEPT FOR A PARTY'S INDEMNITY OBLIGATIONS AND WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY FOR ANY CLAIM ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID TO SERVICE PROVIDER UNDER THIS AGREEMENT.

Notices

Notices under this Agreement shall be in writing and delivered to the addresses below by hand, nationally recognized courier, or certified mail, return receipt requested.

Governing Law

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

Entire Agreement

This Agreement, together with any attachments or exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, representations, and understandings. Any modification must be in writing and signed by authorized representatives of both parties.

Sign Now