Marketing Project Agreement Copy

MARKETING PROJECT AGREEMENT COPY

This Marketing Project Agreement (the "Agreement") is entered into as of Effective Date: between Client Name: and Service Provider Name: (each a "Party" and together the "Parties").

RECITALS

WHEREAS, Client desires to retain Service Provider to perform certain marketing, advertising and promotional services described in this Agreement; and

WHEREAS, Service Provider represents that it has the skills, experience and personnel necessary to provide the services on the terms set forth herein; and

WHEREAS, the Parties desire to set forth the terms, deliverables and payment for the marketing project in writing.

SCOPE OF WORK

Service Provider shall provide marketing services, creative development, campaign management and related deliverables as further described below. The Parties acknowledge that the Scope of Work may be amended only by written change order signed by both Parties.

PAYMENT TERMS

Client shall pay Service Provider for services performed according to the fee schedule below. All amounts are stated in U.S. dollars unless otherwise agreed in writing.

Payments not received within days of the due date shall accrue interest at the rate of % per month (or the maximum rate permitted by law), plus reasonable collection costs.

TERM AND TERMINATION

Term: This Agreement shall commence on Start Date: and shall continue until End Date: , unless earlier terminated in accordance with this Section.

Either Party may terminate this Agreement for convenience upon written notice to the other Party at least days prior to the effective termination date. Either Party may terminate for material breach if the breaching Party fails to cure such breach within days after receipt of written notice specifying the breach.

Upon termination, Client shall pay Service Provider for all work performed and expenses incurred through the effective date of termination, including any non-cancellable commitments. Sections concerning payment, confidentiality, ownership and indemnification shall survive termination.

CONFIDENTIALITY

"Confidential Information" means non-public, proprietary or business information disclosed by either Party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, business plans, marketing strategies, pricing, customer lists, creative concepts, and technical data.

Each Party shall (a) hold the other's Confidential Information in strict confidence, (b) not disclose it to any third party except as expressly permitted by this Agreement, and (c) use it solely to exercise its rights and perform its obligations under this Agreement. The foregoing obligations shall not apply to information that (i) is or becomes generally available to the public through no fault of the receiving Party, (ii) was already known to the receiving Party without restriction prior to disclosure, (iii) is rightfully received from a third party without breach of any obligation of confidentiality, or (iv) is required to be disclosed by law, provided the receiving Party uses reasonable efforts to give prompt notice and to limit the scope of such disclosure.

OWNERSHIP OF WORK PRODUCT

Subject to Client's full payment of all fees due under this Agreement, Service Provider hereby assigns to Client all right, title and interest in and to the final deliverables and work product created specifically for Client under this Agreement. Service Provider retains the right to use general skills, know-how, and non-Client-specific templates and techniques, and a non-exclusive, non-transferable license to display work in Service Provider's portfolio and marketing materials, provided such use does not disclose Client Confidential Information.

REPRESENTATIONS, WARRANTIES AND INDEMNIFICATION

Each Party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations. Service Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards.

Service Provider shall indemnify, defend and hold harmless Client from and against any third-party claims arising from Service Provider's breach of its representations, warranties or from Service Provider's gross negligence or willful misconduct. Client shall indemnify, defend and hold harmless Service Provider from and against claims arising from Client's materials, instructions or failure to obtain necessary rights or permissions.

LIMITATION OF LIABILITY

Except for liability arising from gross negligence, willful misconduct, or a party's indemnification obligations, in no event shall either Party's aggregate liability under this Agreement exceed the total fees paid by Client to Service Provider under this Agreement during the twelve (12) months preceding the claim.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The Parties submit to the exclusive jurisdiction of the state and federal courts located in that State for the resolution of disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement (including all exhibits and schedules expressly incorporated herein) constitutes the entire agreement between the Parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether written or oral. Any modification or waiver of any provision of this Agreement must be in writing and signed by both Parties.

NOTICES

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