Marketing Pamphlets

MARKETING PAMPHLETS AGREEMENT

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

Client Name:    Address:

Service Provider Name:    Address:

WHEREAS

WHEREAS, Client engages Service Provider to design, develop and deliver printed and digital marketing pamphlets for Client's promotional use; and

WHEREAS, Service Provider represents that it has the skills, personnel and resources to provide the services described herein in a professional manner consistent with industry standards.

NOW, THEREFORE, in consideration of the mutual covenants set forth below, Client and Service Provider agree as follows:

SCOPE OF WORK

Print-ready files (CMYK, PDF/X)    Digital PDF for distribution    Source files (AI/PSD/INDD)    Included revisions (specify number below)

PAYMENT TERMS

Total Fee: $    Deposit (due upon execution): $

All invoices are due within days of invoice receipt. Late payments incur interest at on outstanding balances, compounded monthly, or the maximum rate permitted by law, whichever is lower.

TERM AND TERMINATION

This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon written notice to the other party at least days prior to termination. Either party may terminate immediately for material breach if such breach remains uncured for fifteen (15) days after written notice.

CONFIDENTIALITY

Each party (the "Recipient") acknowledges that during performance of this Agreement it may receive Confidential Information of the other party (the "Discloser"). "Confidential Information" means nonpublic business, technical, financial, marketing and strategic information disclosed in any form. Recipient shall (i) hold Confidential Information in strict confidence, (ii) use it only to perform its obligations hereunder, and (iii) not disclose it to any third party except to employees, contractors or advisors who have a need to know and who are bound to confidentiality obligations at least as protective as this clause.

Confidential Information does not include information that: (a) is publicly known through no breach by Recipient; (b) was known to Recipient prior to receipt from Discloser without obligation of confidentiality; (c) is independently developed by Recipient without use of Discloser's Confidential Information; or (d) is required to be disclosed by law, provided Recipient gives prompt written notice and cooperates with Discloser to seek protective measures.

The obligations in this Confidentiality section survive termination or expiration of this Agreement for a period of three (3) years, except for trade secrets which shall remain protected for as long as they qualify as trade secrets under applicable law.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, upon full and final payment of all amounts due under this Agreement, Service Provider irrevocably assigns to Client all right, title and interest in and to the final deliverables created specifically for Client hereunder. Service Provider retains ownership of pre-existing materials and general skills, know-how and templates, and grants Client a nonexclusive license to any such pre-existing materials incorporated in deliverables solely to the extent necessary for Client's use of the deliverables.

WARRANTIES AND LIMITATIONS

Service Provider warrants that the deliverables will materially conform to the specifications set forth in the Scope of Work. EXCEPT FOR THE FOREGOING WARRANTY, SERVICE PROVIDER PROVIDES THE SERVICES AND DELIVERABLES "AS IS" AND DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES.

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 within that State for resolution of disputes.

ENTIRE AGREEMENT

This Agreement, including its exhibits and any written change orders executed by both parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. Any amendment must be in writing and signed by both parties.

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and the parties shall negotiate in good faith to replace the invalid provision with a valid provision that achieves the original intent.

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