Marketing Promo Print Production

MARKETING PROMO PRINT PRODUCTION

This Marketing Promo Print Production Agreement (the "Agreement") is entered into by and between:

Effective Date: . Client Contact: Producer Contact:

Campaign Description

Campaign Name:

Deliverables & Specifications

The Producer will supply the following printed deliverables to the Client in accordance with the specifications and quantities set forth below.

Quantity: Unit Specs (size, folds, stock): Color:

Quantity: Unit Specs:

Additional deliverables may be added by written change order signed by both parties. Proof requirement: Proofs required prior to production.

Production Schedule & Approval

Client will provide approved final artwork by: .

Proof delivery to Client by: . Client approval required within business days of proof receipt or approval will be deemed given.

Production (press) start date: . Expected ship date: .

Materials, Artwork & File Preparation

Artwork provided by Client: Producer file-prep fee (if required): $

Compensation & Payment Terms

Setup / tooling fee: $ .

Unit price: $ per unit. Estimated total: $

Deposit required prior to start: . Balance due:

Taxes and shipping: Client will be responsible for sales taxes and shipping charges unless otherwise specified. Shipping responsibility: . Shipping terms:

Changes, Reorders & Kill Fee

Change orders: Any changes to specifications, quantities, formats or delivery dates must be approved in writing and priced accordingly. Reorders will be treated as separate purchase orders unless expressly agreed in writing.

Termination by Client prior to production commencement requires written notice. Kill fee (if cancelled after proofs approved or after production start): $ or as otherwise calculated per actual costs incurred.

Usage Rights & Intellectual Property

Copyright and ownership: Client retains copyright to Client-supplied content. Producer retains copyright to Producer-originated templates, prepress files and press make-ready until paid in full. Upon full payment, Producer grants Client a non-exclusive, perpetual license to reproduce the delivered printed materials for the Client's marketing uses as described in this Agreement, subject to the license limitations below.

License territory: . License duration:

Exclusivity

Exclusivity Requested: If checked, specify scope and term below.

Warranties, Indemnity & Limitation of Liability

Producer warrants that printed materials will conform to the agreed specifications. Client warrants it has all rights to provided artwork and materials. Each party releases the other from liability except for breaches arising from willful misconduct or gross negligence. To the extent permitted by law, Producer's liability for any claim arising out of this Agreement shall be limited to direct damages not to exceed the total fees paid by the Client for the specific production at issue. Neither party will be liable for incidental, consequential or punitive damages.

Confidentiality & Data

All non-public business information exchanged in connection with this Agreement shall be treated as confidential and used only for performance hereunder, except as required by law. Confidentiality obligations remain in effect for two (2) years after termination unless otherwise required by applicable law.

Force Majeure; Governing Law

Neither party shall be liable for delays or failures to perform due to causes beyond its reasonable control, including but not limited to acts of God, national emergencies, labor disputes, or governmental actions. This Agreement shall be governed by the laws of the state of without regard to conflicts of law principles. Venue for disputes shall be the state or federal courts located in that state.

FTC Disclosure Compliance

Where applicable, Client and Producer shall comply with all consumer protection and advertising disclosure laws and regulations governing promotional materials. Client acknowledges responsibility for claims, representations, endorsements or required disclosures in the printed materials unless otherwise agreed in writing.

Acknowledgement of FTC-style disclosure compliance: Client and Producer warrant they will include any required disclosures and substantiation for product claims in the creative and printed collateral.

Termination

Either party may terminate for material breach if the breach is not cured within days after written notice. Termination for convenience requires days' written notice and payment of reasonable costs and the agreed kill fee where applicable.

Acceptance

Delivered materials shall be deemed accepted by Client upon written acceptance or upon Client's use of the materials in commerce. Defects or shortages claimed by Client must be reported within days of receipt to be eligible for correction or credit.

Miscellaneous

This Agreement, together with any referenced estimates or change orders signed by both parties, constitutes the entire understanding between the parties with respect to the subject matter hereof. Amendments must be in writing and signed by authorized representatives of both parties.

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