Marketing Foam Boards

MARKETING FOAM BOARDS AGREEMENT

PARTIES

This Marketing Foam Boards Agreement (the "Agreement") is entered into by and between:

RECITALS

WHEREAS, Client requires custom printed foam boards and associated production services for promotional and point-of-sale use; and WHEREAS, Agency has the capability to design, produce, print and deliver foam boards in accordance with the specifications and schedule set forth below. The parties agree as follows.

CAMPAIGN DETAILS

Campaign Name:

Campaign Term Start:    End:

DELIVERABLES & SPECIFICATIONS

The following describe the initial deliverables. Any additional items or material changes require a written change order as described below.

Quantity:    Dimensions:    Material:

Finish/Coating:    Proof Deadline:    Final Delivery Date:

Quantity:    Dimensions:    Material:

Finish/Coating:    Proof Deadline:    Final Delivery Date:

Additional Deliverables / Notes:

PRODUCTION, DELIVERY & ACCEPTANCE

Production Lead Time: Agency will commence production upon Client approval of final proofs and receipt of any required deposit. Standard lead time is business days unless otherwise agreed.

Delivery Method:

Risk of Loss: Risk of loss or damage to physical goods passes to Client upon delivery to Client's designated delivery point or carrier, except where Agency agrees in writing to insured delivery.

Inspection and Acceptance: Client shall inspect delivered foam boards within days. Failure to timely reject constitutes acceptance.

COMPENSATION & PAYMENT

Total Fee: $

Payment Terms: Payments due within days of invoice. Late payments accrue interest at .

USAGE RIGHTS & INTELLECTUAL PROPERTY

Ownership of Physical Goods: Title to the physical foam boards transfers to Client upon full payment for the specific items.

Artwork and IP: Unless otherwise agreed in writing, Client grants Agency a limited license to use Client-provided materials solely to produce the deliverables. Upon final payment, Agency assigns to Client all right, title and interest in the final printed artwork created by Agency specifically for the foam boards, excluding Agency's general templates, preexisting materials and trade dress. Agency retains the right to use non-confidential images of completed work for portfolio and marketing purposes.

FTC DISCLOSURE COMPLIANCE

Where deliverables include endorsements, influencer posts or any paid promotional statements, Agency and Client shall ensure disclosures are clear and conspicuous and comply with applicable marketing disclosure laws and rules. Agency certifies that any influencer or third-party engaged to post promotional content associated with these foam boards will include a clear disclosure of material connection where required.

Agency confirms compliance:   I certify that disclosures will be made as required.

EXCLUSIVITY

Exclusivity: Exclusive supplier for campaign    Non-exclusive

If exclusive, exclusivity period:

TERMINATION & KILL FEE

Termination for Convenience: Either party may terminate upon days' prior written notice. Termination for Cause: Either party may terminate for material breach if breach is not cured within days following notice.

Kill Fee: If Client terminates after Agency has commenced production but prior to completion, Client will pay a kill fee equal to of remaining scheduled fees, plus reimbursable costs incurred.

WARRANTIES, REPRESENTATIONS & INDEMNITY

Agency warrants that foam boards will conform to the specifications set forth herein and will be free from material defects in workmanship and materials for a period of from delivery. Client's sole remedy for defective goods will be, at Agency's option, replacement or refund for the defective items.

Each party shall indemnify, defend and hold harmless the other from claims arising out of its breach of representations, violation of third-party IP rights, or negligent acts related to this Agreement, subject to standard limitations of liability below.

Limitation of Liability: Except for indemnification obligations or willful misconduct, neither party's aggregate liability shall exceed the total fees paid under this Agreement for the specific deliverable giving rise to the claim.

CONFIDENTIALITY

Each party agrees to protect confidential information disclosed by the other and not to use or disclose such information except as necessary to perform obligations under this Agreement. Confidential information does not include information that is publicly available or independently developed without use of the other party's confidential information.

CHANGE ORDERS

Any modification to scope, specifications, quantity, or schedule will be effected only by a written change order signed by authorized representatives of both parties. Change orders may affect price and delivery schedule.

GOVERNING LAW & DISPUTE RESOLUTION

This Agreement shall be governed by the laws of the state of without regard to conflict of law principles. The parties agree to attempt good faith negotiation prior to initiating litigation and may pursue remedies in a court of competent jurisdiction if negotiation fails.

MISCELLANEOUS

Notices shall be delivered to the primary contacts listed above. This Agreement constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior negotiations and understandings. If any provision is found unenforceable, the remainder will remain in effect.

ACKNOWLEDGMENTS

Each signatory represents and warrants that they have the authority to bind the party on whose behalf they execute this Agreement and that all information provided to date is true and accurate.

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