Marketing Design Package

MARKETING DESIGN PACKAGE AGREEMENT

This Marketing Design Package Agreement (the Agreement) is entered into on by and between Client Name: and Designer/Agency Name: .

RECITALS

WHEREAS, Client desires marketing design services for promotion, branding, and asset creation as further described below; and

WHEREAS, Designer is engaged in the business of providing marketing, graphic and digital design services and has the experience, skill and personnel required to perform the services described in this Agreement.

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

SCOPE OF WORK

The Designer will provide the following deliverables as part of the Marketing Design Package (select included items and describe any additional deliverables in the Project Details area):

PAYMENT TERMS

Total Fee: $ . Payment shall be made as follows:

Late Payment: An administrative late fee of percent per month (or the maximum permitted by law, if less) will apply to any amount not paid within days after the due date.

Expenses: Client will reimburse Designer for pre-approved out-of-pocket expenses incurred in connection with performance of the services. Reimbursable expenses will be invoiced in accordance with the Payment Schedule and require reasonable supporting documentation.

TERM AND TERMINATION

Term: This Agreement will commence on Start Date: and continue until Completion Date: unless earlier terminated as provided below.

Termination for Convenience: Either party may terminate this Agreement for convenience upon providing days' prior written notice to the other party. Termination for Cause: Either party may terminate immediately for material breach if the breaching party fails to cure within 10 days of written notice of such breach.

Effect of Termination: Upon termination, Client will pay Designer for all work performed and expenses incurred through the effective date of termination and any non-cancellable obligations. Sections concerning Confidentiality, Intellectual Property pending payments, Indemnification and Governing Law survive termination.

CONFIDENTIALITY

Each party acknowledges that it may receive confidential or proprietary information of the other party ("Confidential Information"). Confidential Information shall be held in strict confidence and used solely for the performance of this Agreement. The recipient shall not disclose Confidential Information to third parties except to those employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein.

Exceptions: Confidential Information does not include information that (a) is or becomes publicly known through no breach of this Agreement; (b) is rightfully received from a third party without restriction; (c) was known to the recipient prior to disclosure; or (d) is independently developed by the recipient. If disclosure is required by law, the recipient will provide prompt written notice to the disclosing party and cooperate to seek confidential treatment.

INTELLECTUAL PROPERTY

Ownership and Transfer: Upon receipt of full payment of all sums due under this Agreement, Designer assigns to Client all rights, title and interest in the final deliverables specifically identified in the Project Details, including copyrights, subject to the limitations below. Designer retains ownership of Designer's pre-existing materials, templates, tools, software, source files, and any general competencies or know-how used in providing the services.

License Pending Payment: Until full payment is received, Designer grants Client a non-exclusive, non-transferable license to use the deliverables for Client's internal marketing purposes; such license terminates upon nonpayment. Where third-party materials are included in deliverables, Client's use will be subject to any third-party license terms.

WARRANTIES, LIMITATIONS AND INDEMNIFICATION

Designer represents that the services will be performed in a professional manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, DESIGNER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Limitation of Liability: TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT OR PUNITIVE DAMAGES ARISING OUT OF THIS AGREEMENT. DESIGNER'S TOTAL AGGREGATE LIABILITY FOR ANY CLAIM ARISING FROM OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO DESIGNER UNDER THIS AGREEMENT.

Indemnification: Each party agrees to indemnify and hold harmless the other party from and against claims, losses or liabilities arising out of the indemnifying party's breach of this Agreement, willful misconduct or gross negligence, provided the indemnified party gives prompt written notice and cooperates in the defense.

GOVERNING LAW

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

ENTIRE AGREEMENT

This Agreement, including any proposals, attachments or schedules expressly incorporated herein, constitutes the entire agreement between the parties regarding the subject matter and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral. Any amendment to this Agreement must be in writing and signed by both parties.

NOTICES

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