Marketing Postcards

Marketing Postcards Production and Distribution Agreement

Parties and Effective Date

This Marketing Postcards Production and Distribution Agreement (the "Agreement") is made and entered into as of by and between:

WHEREAS

WHEREAS, Client desires to engage Vendor to design, print, and distribute direct-mail marketing postcards in accordance with the specifications and delivery schedule set forth in this Agreement; and

WHEREAS, Vendor represents that it has the capability, expertise, and facilities to perform the services described herein and will perform such services in a commercially reasonable manner consistent with industry standards; and

NOW, THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

Scope of Work

Vendor shall provide all services necessary to produce, print, and (if applicable) mail the marketing postcards described below. The services shall include final artwork preparation, color calibration, printing, cutting, finishing, proofing, packing, and distribution or handoff to postal services as specified.

Proofs, Approvals and Delivery

Vendor will provide one (1) digital proof for Client approval prior to commencing print. Client shall approve or provide requested corrections within business days of receipt of a proof. Failure to respond within that period shall be deemed acceptance of the proof.

Payment Terms

Client agrees to pay Vendor for the services and goods described in this Agreement in accordance with the following terms.

Late payments shall incur interest at the lesser of 1.5% per month or the maximum rate permitted by law on any unpaid balance, beginning on the date such payment is due until paid in full. Client shall also reimburse Vendor for reasonable collection costs, including attorney fees, if collection is necessary.

Term and Termination

The term of this Agreement shall commence on and shall continue until unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered not less than days prior to termination. Either party may terminate for material breach if the breaching party fails to cure such breach within thirty (30) days after written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for work performed and materials ordered prior to termination.

Confidentiality

Each party agrees that all non-public information disclosed by one party to the other in connection with this Agreement that is designated as confidential or that reasonably should be understood to be confidential (including mailing lists, pricing, campaign strategies, and artwork) shall be kept confidential and used solely for performance of this Agreement. Confidential information shall not include information that is or becomes publicly known other than through breach of this Section or that is independently developed by the receiving party without use of disclosed confidential information.

Intellectual Property and Artwork

Client warrants that Client owns or is authorized to use any artwork, trademarks, or content provided to Vendor. Client grants Vendor a non-exclusive, non-transferable license to use Client-supplied artwork solely to perform under this Agreement. Unless otherwise agreed in writing, Client retains ownership of Client's pre-existing intellectual property and Vendor owns any print plates and production equipment created specifically for the project until final payment is made.

Warranties; Limitation of Liability; Indemnification

Vendor warrants that the printed postcards will conform to the specifications set forth in the Scope of Work and be free from material defects for a period of thirty (30) days after delivery. EXCEPT FOR THE EXPRESS WARRANTY IN THE PRECEDING SENTENCE, VENDOR 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 ARISING OUT OF THIS AGREEMENT. THE AGGREGATE LIABILITY OF VENDOR FOR ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID BY CLIENT TO VENDOR UNDER THIS AGREEMENT.

Client shall indemnify, defend and hold Vendor harmless from and against any claims, liabilities, losses or expenses (including reasonable attorney fees) arising out of Client-provided artwork, content, or mailing lists, including claims of infringement of third-party intellectual property rights.

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. Venue for any dispute arising under this Agreement shall be the state or federal courts located in that State.

Entire Agreement; Amendments

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

Notices

Notices under this Agreement shall be in writing and delivered to the addresses set forth above by certified mail, commercial courier, or email to the addresses provided; notices shall be effective upon receipt.

Acceptance

Client's approval of proofs and final acceptance of printed postcards shall constitute the final acceptance. Acceptance shall not relieve Client of the obligation to pay for services performed or materials ordered in reliance on Client instructions.

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