Marketing Product Launch Document

MARKETING PRODUCT LAUNCH DOCUMENT

Client Name:     Agency Name:

Effective Date:     Product Name:

RECITALS

WHEREAS, Client is the owner or authorized licensor of the product identified above and seeks comprehensive marketing services to plan and execute a commercial product launch targeted to the specified audiences and channels; and

WHEREAS, Agency represents that it has experience and capability to provide strategic marketing planning, creative production, media placement, and launch management services in accordance with the scope of work set forth herein; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this document, the parties agree as follows:

SCOPE OF WORK

Due Date:

Due Date:

PAYMENT TERMS

Total Compensation:

Deposit Amount (due upon execution):

Late Payment Fee: . The parties agree that late fees shall accrue from the date an undisputed invoice is overdue and shall be in addition to any collection costs and interest permitted by law.

TERM AND TERMINATION

Term Commencement Date:     Term End Date:

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. Termination for material breach shall be effective immediately upon written notice if the breaching party fails to cure the breach within 15 days of receipt of such notice. Upon termination, Client will pay Agency for all services performed and approved expenses incurred through the effective termination date.

CONFIDENTIALITY

Each party acknowledges that, in the course of performing under this Agreement, it will receive Confidential Information of the other. Confidential Information shall mean information that is identified as confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure. Each party shall: (a) hold Confidential Information in strict confidence; (b) not disclose it to any third party except as expressly permitted herein; and (c) use it only to exercise rights and perform obligations under this Agreement.

Confidentiality Period (survival): years after termination or expiration of this Agreement. Notwithstanding the foregoing, obligations of confidentiality with respect to trade secrets shall survive as long as such information qualifies as a trade secret under applicable law.

INTELLECTUAL PROPERTY

Ownership of Deliverables: Unless otherwise agreed in writing, Agency irrevocably assigns to Client all right, title and interest in and to the final deliverables created specifically for Client under this Agreement, subject to Client’s full payment of amounts due. Client receives a perpetual, worldwide, transferable right to use such deliverables for the licensed purposes set forth in this Agreement.

Agency Pre-Existing Materials and Third-Party Materials: Agency retains ownership of its pre-existing intellectual property and tools, including templates, methodologies and source materials, which are licensed to Client for use only as necessary to use the deliverables. Agency shall obtain and maintain all third-party licenses and clearances necessary for materials incorporated into deliverables and shall provide proof of such licenses upon Client’s reasonable request.

Portfolio Use: Agency may retain limited rights to display non-confidential demonstrative images and descriptions of the deliverables in promotional materials and portfolios, provided such use does not disclose Client Confidential Information or trade secrets.

KPI, REPORTING, AND APPROVALS

WARRANTIES AND REPRESENTATIONS

Each party represents and warrants that it has full power and authority to enter into this Agreement and to grant the rights and perform the obligations set forth herein. Agency represents that deliverables will be original, will not infringe third-party rights, and will conform materially to the specifications set forth in the scope of work. Client represents that it has the right to authorize Agency to use any materials supplied to Agency and will obtain any third-party consents necessary for Agency to perform.

GOVERNING LAW; DISPUTE RESOLUTION

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. The parties shall attempt in good faith to resolve disputes arising out of this Agreement through negotiation. If negotiation fails, the parties agree to binding arbitration administered in accordance with the rules selected by mutual agreement, with the arbitrator authorized to award costs and reasonable attorneys' fees to the prevailing party.

ENTIRE AGREEMENT

This Agreement, including all attachments and schedules executed by the parties, constitutes the entire agreement between Client and Agency with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. No amendment or modification of this Agreement will be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except that Client may assign this Agreement in connection with a merger, sale of substantially all assets, or corporate reorganization provided that the assignee assumes Client’s obligations. Independent Contractor: Agency is an independent contractor and nothing in this Agreement creates an employment, partnership, or joint venture relationship.

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