Marketing PDF Mailer

MARKETING PDF MAILER AGREEMENT

This Agreement is entered into by and between Client Name: with principal address: and Service Provider Name: with principal address: . Effective Date: .

WHEREAS

WHEREAS, Client desires to engage Provider to design, prepare and deliver a marketing PDF mailer and related assets for distribution to Client's customers and prospects pursuant to the terms and conditions set forth herein; and

WHEREAS, Provider represents that it has the necessary skill, personnel and resources to prepare the marketing PDF mailer, provide revision cycles, and assist with distribution logistics and tracking as specified in the Scope of Work; and

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

Scope of Work

Deliverables shall include: design and layout of the PDF mailer; final print-ready PDF file(s); accessible PDF variant if requested; specified number of revision cycles; tracking setup for distribution; and a final delivery package. Acceptance of Deliverables will occur upon Client's written sign-off or, absent written objection within ten (10) business days of delivery, deemed accepted.

Payment Terms

Invoices will be issued according to the Payment Schedule. Client shall pay invoices within days of receipt unless otherwise agreed in writing. Late payments shall accrue interest at on the outstanding balance, compounded monthly, or the maximum rate permitted by law, whichever is lower.

Term and Termination

This Agreement shall commence on the Commencement Date: and shall continue until Completion Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate for material breach if the breaching party fails to cure the breach within thirty (30) days after receipt of written notice specifying the breach. Upon termination, Client will pay Provider for all work performed and unreimbursed expenses through the effective date of termination.

Confidentiality

"Confidential Information" means nonpublic information disclosed by one party to the other that is designated as confidential or that should reasonably be understood to be confidential given the nature of the information. Provider and Client agree to hold in confidence and not disclose Confidential Information to third parties except as required to perform under this Agreement.

Confidential Information does not include information that: (a) is or becomes generally available to the public through no fault of the receiving party; (b) was lawfully known to the receiving party prior to receipt from the disclosing party; (c) is rightfully received from a third party without breach of an obligation of confidentiality; or (d) is independently developed without use of the disclosing party's Confidential Information. Each party may disclose Confidential Information to comply with a valid order of a court or governmental agency, provided it gives prompt notice to the other party to permit a protective order or other remedy.

The obligations of confidentiality shall survive termination of this Agreement for a period of three (3) years, except that trade secrets shall be protected for as long as they qualify as trade secrets under applicable law.

Intellectual Property and Deliverables

Provider will retain ownership of Provider's pre-existing materials, templates and tools. Upon full payment of amounts due, Provider assigns to Client all right, title and interest in the final delivered PDF mailer and custom graphics specifically created for Client under this Agreement. Provider may retain copies for archival purposes and portfolio use, provided such use does not disclose Client Confidential Information or any nonpublic pricing or distribution lists.

Governing Law

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

Entire Agreement

This Agreement, including any exhibits or attachments expressly incorporated herein, constitutes the entire understanding between the parties with respect to the 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 authorized representatives of both parties.

Notices

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