Marketing Poster

MARKETING POSTER PRODUCTION AGREEMENT

This Marketing Poster Production Agreement (the "Agreement") is entered into as of by and between Client Name: (hereinafter "Client") and Vendor Name: (hereinafter "Vendor"). Each of Client and Vendor may be referred to individually as a "Party" and collectively as the "Parties."

WHEREAS

WHEREAS, Client desires to engage Vendor to design, produce and, if applicable, coordinate printing of a marketing poster in accordance with the terms and specifications set forth in this Agreement; and

WHEREAS, Vendor represents that it has the experience, personnel, facilities and expertise to perform the services described herein and agrees to provide such services to Client pursuant to the terms of this Agreement.

WHEREAS, the Parties desire to set forth their rights and obligations with respect to the creation, delivery, and payment for the marketing poster deliverables.

SCOPE OF WORK

Project Start Date:   Estimated Completion Date:

PAYMENT TERMS

Deposit (due upon agreement execution):   Balance Due (due upon completion/delivery):

Late Payment: Any amount not paid within days of the invoice due date shall incur a late fee of per month, compounded monthly, or the maximum allowed by law, whichever is less. Client shall also be responsible for reasonable collection costs and attorneys' fees incurred by Vendor in collecting overdue amounts.

TERM AND TERMINATION

Term: The term of this Agreement begins on and continues until all obligations are fulfilled or until unless earlier terminated as provided below.

Termination: Either Party may terminate this Agreement for convenience upon days written notice to the other Party. Either Party may terminate for material breach if the breach remains uncured for days after receiving written notice specifying the breach.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public business, technical, creative, pricing, marketing, and customer information disclosed by one Party to the other, whether in writing, orally, or through inspection of materials. Confidential Information does not include information that: (a) is or becomes public through no fault of the receiving Party; (b) is rightfully received from a third party without restriction; or (c) is independently developed by the receiving Party without use of the disclosing Party's Confidential Information.

Obligations: The receiving Party shall not disclose Confidential Information to third parties except to its employees, contractors or agents who need to know and who are bound by confidentiality obligations at least as protective as those herein. The receiving Party shall take commercially reasonable measures to protect Confidential Information and shall use such information only for the purposes of performing this Agreement.

OWNERSHIP; LICENSES

Deliverables: Upon full and final payment, Vendor shall assign to Client all right, title and interest in the final poster artwork and related deliverables ("Deliverables") specifically created for Client under this Agreement, subject to the payment terms and any third-party rights. Vendor shall retain ownership of Vendor's pre-existing tools, templates, and proprietary materials and grants Client a non-exclusive, perpetual license to use such materials only to the extent incorporated in the Deliverables.

Source Files: Unless otherwise agreed in writing and paid for as an additional service, Vendor is not obligated to deliver native source files. If Client requires source files, the Parties must document that requirement, including any additional fees, in the Payment Schedule.

REVISIONS; ACCEPTANCE

Revisions Included: Vendor will provide rounds of design revisions as part of the Fee. Additional revision rounds requested by Client shall be billed at Vendor's standard hourly rate.

Acceptance: Client shall provide written acceptance or a list of required corrections within days of delivery. Failure to timely provide acceptance constitutes deemed acceptance.

INDEMNIFICATION; LIMITATION OF LIABILITY

Indemnification: Each Party shall indemnify, defend and hold harmless the other Party from and against any third-party claim arising from the indemnifying Party's breach of its representations, warranties, or obligations under this Agreement, or from the indemnifying Party's negligent or willful acts.

Limitation of Liability: Except for damages arising from willful misconduct or willful breach of confidentiality, in no event shall either Party be liable to the other for incidental, consequential, punitive or special damages. The aggregate liability of Vendor for any claim arising under this Agreement shall not exceed the amount actually paid by Client to Vendor under this Agreement.

GOVERNING LAW; DISPUTE RESOLUTION

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of without regard to conflict of law principles. The Parties agree that, to the extent litigation is necessary, the state and federal courts located within that jurisdiction shall have exclusive venue.

ENTIRE AGREEMENT

Entire Agreement: This Agreement, together with any schedules or attachments expressly incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, representations, and understandings, whether written or oral. Any modification to this Agreement must be in a written instrument signed by both Parties.

MISCELLANEOUS

Independent Contractor: Vendor is an independent contractor and nothing herein shall be construed to create an employment, agency, partnership or joint venture relationship between the Parties.

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