Marketing Brochure Updates

MARKETING BROCHURE UPDATES AGREEMENT

This Marketing Brochure Updates Agreement (the "Agreement") is entered into as of , by and between:

RECITALS

WHEREAS, Client Name: desires to retain the services of Service Provider to perform brochure update and design services; and

WHEREAS, Service Provider Name: represents that it has the skill, personnel, and resources to perform the requested updates in accordance with the terms set forth herein.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties agree as follows.

PARTIES' CONTACT INFORMATION

SCOPE OF WORK

Service Provider will perform the marketing brochure update services described below. Deliverables shall include final print-ready files and any agreed digital formats, prepared in accordance with the specifications and schedule set forth in this Agreement.

PAYMENT TERMS

Client shall pay Service Provider for the services described herein in accordance with the following terms.

Late payments shall accrue interest at the rate specified above, compounded monthly, or the maximum rate permitted by law if lower. Client is additionally responsible for collection costs, including reasonable attorneys' fees.

TERM AND TERMINATION

This Agreement shall commence on the Start Date and continue until the End Date, unless earlier terminated in accordance with this Agreement.

Start Date:

End Date:

Either party may terminate this Agreement for material breach if the breaching party fails to cure the breach within the notice period specified above following receipt of written notice describing the breach. Termination does not relieve Client of payment obligations for services rendered and expenses incurred prior to termination.

CONFIDENTIALITY

Each party (the "Receiving Party") shall keep confidential all non-public information disclosed by the other party (the "Disclosing Party") that is designated 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 without breach of this Agreement by the Receiving Party; (b) was known to the Receiving Party prior to disclosure by the Disclosing Party as demonstrated by written records; (c) is received from a third party without breach of an obligation of confidentiality; or (d) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

The Receiving Party may disclose Confidential Information to the extent required by law, regulation, or court order, provided that, to the extent legally permissible, the Receiving Party gives prompt written notice to the Disclosing Party and cooperates in any reasonable effort to limit the scope of such disclosure. The obligations of confidentiality shall survive termination of this Agreement for years.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Service Provider retains ownership of all pre-existing materials, templates, tools, and intellectual property used in performing the services. Upon full payment, Client is granted a perpetual, non-exclusive, worldwide license to use the final deliverables for the Client's marketing purposes. Any third-party materials incorporated into deliverables shall be subject to their respective licenses and Client is responsible for any additional license fees required.

INDEMNIFICATION

Each party agrees to indemnify, defend and hold harmless the other party from and against any third-party claims, liabilities, damages, and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's breach of this Agreement, negligence, or willful misconduct. The indemnified party shall promptly notify the indemnifying party of any claim and permit the indemnifying party to control the defense and settlement, provided that the indemnifying party may not settle any claim that imposes obligations on the indemnified party without the indemnified party's prior written consent.

WARRANTIES; LIMITATION OF LIABILITY

Service Provider warrants that services will be performed in a professional manner consistent with industry standards. EXCEPT FOR THE FOREGOING WARRANTY, SERVICES ARE PROVIDED "AS IS" AND NEITHER PARTY MAKES ANY OTHER REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES, AND THE AGGREGATE LIABILITY OF EITHER PARTY SHALL BE LIMITED TO THE TOTAL AMOUNTS PAID OR PAYABLE UNDER THIS AGREEMENT DURING THE SIX (6) MONTH PERIOD PRECEDING THE CLAIM.

GOVERNING LAW

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

ENTIRE AGREEMENT

This Agreement, together with any attachments and statements of work expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. Any amendment to this Agreement must be in writing and signed by authorized representatives of both parties.

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