Marketing Postcard

MARKETING POSTCARD PRODUCTION AND MAILING AGREEMENT

This Marketing Postcard Production and Mailing Agreement (the Agreement) is entered into as of by and between Client Name: and Service Provider Name: .

WHEREAS

WHEREAS, Client desires to engage Service Provider to produce, print, and, if elected, mail marketing postcards in accordance with the specifications and schedule set forth in this Agreement; and

WHEREAS, Service Provider has expertise, equipment, and personnel necessary to perform such production, printing, design review, and mailing services and is willing to provide those services under the terms and conditions contained herein; and

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

1. SCOPE OF WORK

Service Provider shall furnish all labor, materials, equipment, and services necessary to complete the production and, if applicable, mailing of marketing postcards as described below. All services shall be performed in a commercially reasonable manner and in accordance with industry standards.

2. PROJECT SPECIFICATIONS

Design services Printing Mailing/fulfillment List procurement/processing

3. PROOFING AND APPROVAL

Service Provider shall supply digital or physical proofs for Client approval prior to final production. Client must provide approval in writing or electronic confirmation within business days of receipt of proof. Failure to respond within that period shall be deemed acceptance and authorization to proceed.

Final approval shall confirm acceptance of color, copy, layout, quantity and mailing parameters. Any changes requested after approval may result in additional charges and schedule adjustments, which shall be invoiced to Client.

4. PAYMENT TERMS

Client shall pay Service Provider the amounts set forth below in consideration for services performed under this Agreement. All invoices are due and payable in accordance with the schedule below; amounts not paid when due shall bear interest as specified.

5. TERM AND TERMINATION

This Agreement shall commence on and shall continue until unless earlier terminated as provided below.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective termination date. Either party may terminate immediately for material breach that remains uncured for ten (10) days following written notice of such breach.

6. CONFIDENTIALITY

Each party shall treat as confidential all non-public information disclosed by the other party in connection with this Agreement and shall not disclose such information to any third party except as required to perform obligations under this Agreement or as required by law. Confidential information does not include information that is or becomes publicly available through no fault of the receiving party.

7. INTELLECTUAL PROPERTY

Client represents and warrants that it owns or has obtained all rights and permissions to use any trademarks, logos, lists, data, or content provided to Service Provider for use in the production or mailing of the postcards. Service Provider shall not claim ownership in Client-provided intellectual property.

Ownership of final printed materials and original artwork delivered by Service Provider shall be as follows (check one):

Client retains all rights to final designs and artwork Client grants Provider a limited license to reproduce materials solely to perform the services under this Agreement

8. WARRANTY, LIMITATION OF LIABILITY AND INDEMNITY

Service Provider warrants that services shall be performed in a professional manner consistent with industry standards. EXCEPT FOR THE FOREGOING, SERVICES ARE PROVIDED "AS IS" AND SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES. Service Provider's total liability for claims arising out of this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement.

Client shall indemnify and hold harmless Service Provider from any claims, losses, liabilities, or expenses (including reasonable attorneys' fees) arising from Client-provided content that infringes the rights of third parties or is otherwise unlawful.

9. CANCELLATION, RETURNS AND REFUNDS

Cancellation requests received after production has begun may incur charges for work completed and materials committed. Any refunds will be calculated less non-recoverable costs. Returned printed material will be handled in accordance with Service Provider's standard return policy as agreed in writing prior to production.

10. 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 law principles.

11. ENTIRE AGREEMENT

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

12. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below or such other addresses as the parties may designate in writing.

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