Marketing Mailout Document

MARKETING MAILOUT AGREEMENT

Parties and Effective Date

WHEREAS, Client Name: desires to engage Service Provider to prepare and execute a targeted marketing mailout campaign pursuant to the terms set forth in this Agreement; and

WHEREAS, Service Provider Name: represents that it has the expertise, personnel, equipment and relationships necessary to produce, manage and deliver mailings in accordance with Client's campaign objectives; and

WHEREAS, the parties wish to set forth their rights and obligations regarding the mailout campaign, including scope, schedule, payment and confidentiality, effective as of , .

Scope of Work

Service Provider shall perform the following services in connection with the mailout campaign (collectively, the "Services"). Provider's obligations include production, printing, addressing, assembly, postage coordination, and delivery to the postal service or carrier as specified herein. Client retains final approval of creative content and recipient lists as provided in this Agreement.

Production, Quantity & Postage

Number of pieces to be mailed: . Type of mail (check all that apply):

Postcard    Letter    Insert    Other:

Postage included in fees:    If postage is excluded, Client will reimburse postage at actual cost. Cost per piece (if applicable): $.

List Handling and Data

Recipient list source (check one): Client-supplied    Provider-acquired/rented.

Provider will handle personal information only as necessary to perform the Services and will implement reasonable technical and organizational measures to protect such data. The parties acknowledge that Client remains responsible for ensuring lawful basis for use of the recipient data.

Approvals, Proofs and Schedule

Provider will deliver a proof for Client approval. Client must approve proofs within business days of receipt; failure to approve within that period will be deemed an approval and Provider may proceed at Client's risk and expense.

Production and delivery schedule: Production to commence on or about , with estimated mail drop on or about , .

Payment Terms

Total fee for the Services: $. Payment schedule (check applicable):

Deposit due upon execution (amount $)    Balance due Net days of invoice.

Late payment shall incur interest at % per month (or the maximum rate permitted by law), plus collection costs and attorneys' fees incurred to collect overdue amounts.

Term and Termination

Term commences on , and continues until , unless earlier terminated in accordance with this Agreement.

Either party may terminate for convenience upon written notice of days. Either party may terminate immediately for material breach that remains uncured for days after written notice of breach. Termination shall not relieve Client of payment obligations for Services performed and non-cancellable production costs incurred prior to termination.

Confidentiality

Each party shall keep confidential and not disclose to third parties any confidential or proprietary information of the other party disclosed in connection with this Agreement, except to the extent necessary to perform the Services or as required by law. Confidential information does not include information that (i) is or becomes generally available to the public other than by breach of this Agreement, (ii) is rightfully received from a third party without restriction, or (iii) is independently developed without use of the other party's confidential information.

Intellectual Property and Use Rights

Client retains ownership of Client-provided materials. Provider grants Client a non-exclusive, royalty-free license to use Provider-originated creative delivered under this Agreement for the specific mailout campaign. Provider retains the right to use non-confidential campaign work samples for portfolio and marketing purposes unless Client provides prior written objection.

Indemnification & Limitation of Liability

Each party shall indemnify, defend and hold harmless the other party from and against any claims, losses or liabilities arising from the indemnifying party's breach of this Agreement, negligence or willful misconduct. Provider shall not be liable for indirect, incidental, consequential or special damages, and Provider's aggregate liability for any claim arising out of this Agreement shall not exceed the fees actually paid by Client to Provider under this Agreement for the specific mailout.

Compliance

Each party shall comply with all applicable laws and regulations governing commercial mailings and data privacy. Client represents that the recipient list has been collected and may be used consistent with applicable law and that Client has authority to provide the list for the purposes described in this Agreement.

Governing Law; Entire Agreement

This Agreement shall be governed by and construed in accordance with the laws of the state of , without regard to its conflicts of laws principles.

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, or communications, whether written or oral. No amendment or waiver shall be effective unless in writing and signed by both parties.

Miscellaneous Provisions

Notices required under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate in writing. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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