Marketing Key Art

Marketing Key Art Agreement

This Marketing Key Art Agreement ("Agreement") is entered into as of by and between Client Name: and Service Provider Name: .

RECITALS

WHEREAS, Client requires the creation of original marketing key art, including primary visual artwork and associated asset derivatives for use in promotional and advertising materials; and

WHEREAS, Service Provider has the professional expertise, creative capability, and personnel to produce such key art and related deliverables in accordance with the scope and schedule set forth in this Agreement; and

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

SCOPE OF WORK

Service Provider shall create, deliver, and, where applicable, prepare final production files for the Marketing Key Art consistent with Client specifications. The Work shall include design, color grading, typography placement, and final exports in formats and sizes required by Client. Specific deliverables are described below and may be modified only by written amendment executed by both parties.

PAYMENT TERMS

Client agrees to pay Service Provider the Fees described below in consideration for the services and deliverables. All amounts are stated in U.S. dollars unless otherwise noted.

Late Payment: If any undisputed payment is not received within days after the due date, interest shall accrue at the lesser of (i) a rate of per month or (ii) the maximum rate permitted by applicable law. In addition, Client shall reimburse reasonable collection costs and attorneys' fees incurred by Service Provider in collecting past-due amounts.

TERM AND TERMINATION

This Agreement commences on and will continue in effect until unless earlier terminated in accordance with this Section.

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. Termination by Client without cause requires payment for all work performed and non-cancelable commitments made through the effective date of termination.

CONFIDENTIALITY

Each party shall hold in confidence all non-public information disclosed by the other party that is designated confidential or that, by its nature, should be treated as confidential ("Confidential Information"). Confidential Information shall not include information that is publicly available through no fault of the receiving party or independently developed by the receiving party without use of the disclosing party's Confidential Information. The receiving party shall use Confidential Information solely to perform its obligations under this Agreement and shall limit access to employees, contractors, and agents who have a need to know and who are bound by confidentiality obligations no less protective than those contained herein.

INTELLECTUAL PROPERTY; LICENSES

Upon full and final payment of all Fees due under this Agreement, Service Provider assigns to Client all right, title, and interest in the final approved Key Art specifically identified in the applicable deliverable descriptions, subject to the reserved rights and third-party materials provisions below. Service Provider retains ownership of pre-existing materials, underlying concepts, tools, templates, and any stock or third-party elements provided under license; Service Provider grants Client a non-exclusive, worldwide, perpetual license to use such pre-existing materials only to the extent embedded in the final deliverables. Client's right to modify final deliverables is subject to any moral rights that cannot be waived under applicable law.

If the parties agree that Service Provider will deliver editable source files, such delivery does not expand Client's rights beyond those expressly granted in this Agreement unless otherwise agreed in writing.

REVISIONS; APPROVALS

The parties agree to the revision process and number of included rounds as set forth in the scope of work. Additional revisions beyond the agreed number shall be billed at Service Provider's then-current hourly rate or at a mutually agreed fixed fee. Client shall provide consolidated feedback within the timeframe specified in the project schedule; failure to provide timely feedback may result in schedule adjustments and additional fees.

REPRESENTATIONS; WARRANTIES; INDEMNITY

Each party represents and warrants that it has the full power and authority to enter into this Agreement. Service Provider represents that the work will be original and will not knowingly infringe third-party copyrights or other proprietary rights. Client shall indemnify, defend and hold harmless Service Provider from any claims arising from Client-supplied materials or Client's use of the deliverables outside the scope of this Agreement. Service Provider's indemnity obligations are limited to breaches of the foregoing warranty of originality.

NOTICES

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of without regard to its conflict of law provisions. The parties shall attempt in good faith to resolve disputes promptly through negotiation. If the parties cannot resolve a dispute through negotiation within thirty (30) days, the dispute may be submitted to binding arbitration in the agreed jurisdiction if the parties mutually elect arbitration in writing.

ENTIRE AGREEMENT

This Agreement, including any exhibits or attachments executed by the parties, constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, whether written or oral. Any amendment must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

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

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