Marketing Poster Request

MARKETING POSTER REQUEST AND PRODUCTION AGREEMENT

This Marketing Poster Request and Production Agreement ("Agreement") is made and entered into by and between the Requesting Party and the Design Provider identified below as of the Effective Date. The parties agree as follows:

Parties and Contact Information

WHEREAS

WHEREAS, the Requesting Party requires the creation, production and delivery of a marketing poster in accordance with the specifications set forth herein; and

WHEREAS, the Design Provider has the qualifications, experience and capacity to prepare artwork, proofs and final printed posters and to deliver the final deliverables according to the schedule and payment terms described in this Agreement; and

WHEREAS, the parties desire to set forth their respective obligations, payment terms, intellectual property assignment and confidentiality obligations with respect to the requested poster work.

Scope of Work

The Design Provider shall perform the services described below (the "Services") and shall deliver the deliverables specified. The Services shall include design, proofing, production coordination and delivery as described in the poster specifications section.

Poster Specifications

Event Date:    Desired Delivery Date:

Orientation: Portrait    Landscape    Quantity:

Logos Provided: Yes    No    File Format / Delivery Method:

Proofing, Approval and Delivery

Number of Proof Rounds Included:

Proof Delivery Method:

Client Approval Deadline After Proof Receipt: days. If no response within the stated period, the Design Provider may proceed with production unless otherwise directed in writing.

Payment Terms

Total Fee (USD):

Deposit Required: due upon execution of this Agreement.

Late Fee: Interest charged at on overdue balances, compounded monthly, together with any collection costs and reasonable attorney fees.

Invoicing and Payment Method:

Term and Termination

Effective Date: . Termination Date / End Date:

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate for material breach if the breaching party fails to cure within 10 days after written notice of breach.

Upon termination, the Design Provider shall be entitled to payment for Services performed and non-cancellable commitments incurred through the termination date. The Design Provider shall deliver any completed work and proofs to the Requesting Party, subject to payment of outstanding amounts.

Confidentiality

Each party shall keep confidential and shall not disclose to any third party any non-public information provided by the other party in connection with this Agreement, including unpublished artwork, pricing, business strategies and campaign plans. Confidential information shall not include information that is or becomes publicly available through no fault of the receiving party, independently developed by the receiving party without use of the disclosing party's confidential information, or rightfully received from a third party without restriction. The obligations of confidentiality shall survive termination for a period of two (2) years.

Intellectual Property and Use Rights

Upon full payment of all fees due under this Agreement, the Design Provider assigns to the Requesting Party all rights, title and interest in the final approved poster artwork for the specified use described in this Agreement. The Design Provider retains ownership of preliminary designs and conceptual materials until payment in full. Any use beyond the scope of this Agreement requires written permission and may be subject to additional fees.

Warranties; Indemnification; Limitation of Liability

The Design Provider warrants that the Services will be performed in a professional manner consistent with industry standards. The Requesting Party represents that it has the right to authorize use of any logos, photographs or text provided. Each party agrees to indemnify the other against third-party claims arising from the indemnifying party's breach of this Agreement or its negligent or willful misconduct. Except for willful misconduct or gross negligence, neither party's liability shall exceed the amount actually paid under this Agreement.

Governing Law; Entire Agreement

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.

This Agreement, together with any attachments, exhibits and the detailed Scope of Work, 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 written or oral. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

Additional Provisions and Special Instructions

Acknowledgement

By signing below, the parties acknowledge that they have read, understand and agree to be bound by the terms and conditions of this Agreement and authorize the Design Provider to commence work in accordance with the specifications and schedule herein.

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