Marketing Brochure Update

MARKETING BROCHURE UPDATE

This Marketing Brochure Update (the "Agreement") is entered into by and between the parties identified below as of the Effective Date. The parties agree as follows.

RECITALS

WHEREAS, Client Name: is engaged in the promotion of its products and services and desires to update its marketing brochure;

WHEREAS, Service Provider Name: possesses the expertise to design, revise and deliver print and digital marketing collateral; and

WHEREAS, the parties desire to set forth the terms and conditions under which the Service Provider will provide a marketing brochure update to the Client.

SCOPE OF WORK

The Service Provider shall provide the following services in accordance with the specifications and timeline agreed by the parties. The work shall include design, copy edits, layout, artwork preparation, and final file delivery as described below.

Print brochure     Quantity:

Digital brochure (PDF/web)     Format:

Source files (AI/INDD)     Included:

PAYMENT TERMS

Client agrees to pay the Service Provider the total fee set forth below in consideration for the Services. All fees are exclusive of applicable taxes unless otherwise stated.

If any undisputed invoiced amount is not received within days of the invoice due date, Client shall pay interest at a rate of per month on the outstanding balance, and Service Provider may suspend work until payment is made.

TERM AND TERMINATION

This Agreement will commence on the Start Date and will continue until the End Date or until terminated in accordance with this Section.

Start Date:     End Date:

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

CONFIDENTIALITY

Each party acknowledges that in connection with this Agreement it may receive Confidential Information of the other party. "Confidential Information" means non-public commercial, technical and financial information disclosed in writing, orally, or by inspection that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Each party agrees to (i) maintain the Confidential Information in strict confidence, (ii) use it only to perform its obligations under this Agreement, and (iii) not disclose it to any third party except as necessary to employees, contractors or advisors who have a need to know and who are bound to protect the information no less stringently than the receiving party. Confidentiality obligations set forth herein shall survive termination for a period of years.

INTELLECTUAL PROPERTY

Unless otherwise expressly agreed in writing, upon full and final payment of all amounts due under this Agreement, the Service Provider assigns to Client all right, title and interest in the final brochure designs delivered hereunder. Service Provider retains ownership of its pre-existing materials, tools, templates and trade secrets and grants Client a perpetual, worldwide, royalty-free license to any such pre-existing materials only to the extent incorporated in the final deliverables.

REPRESENTATIONS AND WARRANTIES; INDEMNITY

Each party represents and warrants that it has the full right and authority to enter into this Agreement. Service Provider represents that the deliverables will be original or properly licensed and will not infringe third-party intellectual property rights. Client will indemnify and hold Service Provider harmless from any claims arising from Client-provided materials, including photographs, logos and text, unless Service Provider materially alters such materials.

NOTICES

GOVERNING LAW; ENTIRE AGREEMENT

This Agreement will be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of the courts located in that state for any dispute arising out of this Agreement.

This Agreement, including all exhibits and attachments, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. Any amendment or modification must be in writing and signed by both parties.

MISCELLANEOUS

Neither party may assign this Agreement without the prior written consent of the other, except that Client may assign to an affiliate or in connection with a merger or sale of substantially all its assets. If any provision is held invalid, the remaining provisions remain in full force and effect.

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