Marketing Botanical Display Template

Marketing Botanical Display Template

Parties and Contact Information

This Marketing Botanical Display Agreement (the "Agreement") is entered into by and between:

Effective Date:    Campaign Reference:

Recitals and Purpose

Brand desires to engage Agency to design, produce, install and maintain botanical displays that promote Brand's products and presence (the "Displays"). Agency has represented that it possesses experience and expertise in the design, sourcing and maintenance of botanical displays. This Agreement memorializes the parties' respective obligations.

Campaign Description

Deliverables and Specifications

The following deliverables shall be provided by Agency in accordance with the specifications and schedule below. Each deliverable shall meet the Brand's reasonable quality standards and applicable plant health and safety regulations.

Additional deliverables, if any, shall be described in a written change order signed by both parties, which shall incorporate price and schedule adjustments where applicable.

Schedule and Milestones

Concept approval due by:    Fabrication completion due by:    Installation start date:

Compensation and Expenses

Brand agrees to pay Agency the fees and reimbursements set forth below in consideration for the Services and Deliverables.

Invoices are payable within days of receipt. Late payments accrue interest at unless otherwise agreed in writing.

Usage Rights and Intellectual Property

Subject to payment in full, Agency grants Brand a non-exclusive, worldwide, transferable license to use photographs and branded imagery of the Displays for promotional purposes for a period of from installation.

Unless otherwise agreed in writing, Agency retains ownership of any original design concepts and pre-existing materials. Work specifically created by Agency for Brand pursuant to this Agreement shall be deemed a work made for hire to the extent permitted by law; to the extent not a work made for hire, Agency assigns to Brand the copyright in such created works upon full payment.

FTC Disclosure and Compliance

The parties acknowledge any promotional activity using influencers, paid endorsements, or social posting shall comply with applicable advertising and disclosure laws. Agency represents it will ensure required disclosures appear clearly and conspicuously in any sponsored social content relating to the Displays.

Exclusivity

Select the exclusivity applicable to this Agreement:

Termination; Cure; Kill Fee

Either party may terminate this Agreement upon written notice if the other party materially breaches and fails to cure within days after notice. Brand may terminate for convenience upon days' written notice by paying a kill fee as liquidated damages.

Representations, Warranties and Indemnities

Agency represents that all plant materials provided will be free from disease and pests at time of installation and will comply with applicable plant health and import/export regulations. Agency shall indemnify and hold Brand harmless from third-party claims arising out of Agency's breach of representation or gross negligence. Brand shall indemnify Agency for claims arising from Brand's intellectual property or materials supplied by Brand.

Insurance, Permits and Compliance

Agency shall maintain commercial general liability insurance with limits not less than and provide proof of insurance upon request. Agency is responsible for securing any permits or approvals necessary for installation.

Confidentiality

Each party shall keep confidential all non-public information disclosed in connection with this Agreement and shall not disclose such information except to its employees, contractors or advisors who have a need to know and are bound by confidentiality obligations at least as protective as those set forth herein. Confidentiality obligations shall survive termination for a period of years.

Governing Law and Dispute Resolution

This Agreement shall be governed by the laws of the State of without regard to its conflicts of law rules. Parties agree to attempt good faith negotiation prior to initiating litigation. If unresolved within days, disputes shall be resolved by arbitration under the commercial rules agreed by the parties.

Miscellaneous

No amendment to this Agreement will be effective unless in writing and signed by authorized representatives of both parties. Neither party may assign its rights or obligations without the prior written consent of the other, except that Brand may assign to an affiliate or successor in interest.

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