Marketing Promotional Package

MARKETING PROMOTIONAL PACKAGE

This Marketing Promotional Package Agreement (the "Agreement") is entered into as of Effective Date: by and between Client Name: with primary address (\"Client\"), and Service Provider Name: with primary address (\"Provider\").

RECITALS

WHEREAS, Client desires to engage Provider to prepare and deliver a promotional marketing package consisting of creative assets, media materials, and campaign coordination as further described below; and

WHEREAS, Provider has represented that it possesses the professional qualifications, experience, and personnel necessary to perform the services described in this Agreement; and

WHEREAS, the parties intend by this Agreement to set forth the terms and conditions under which Provider will perform the services and deliverables and under which Client will compensate Provider.

SCOPE OF WORK

PAYMENT TERMS

Total Fee: $ . Payment shall be made in accordance with the following schedule:

Deposit Amount: $ payable upon execution. Provider shall not commence work until the deposit is received unless otherwise agreed in writing.

Late Payment: Any unpaid amount not received within days of its due date shall accrue interest at the rate of per month (or the maximum lawful rate, if lower). Client shall be responsible for reasonable collection costs and attorneys' fees incurred by Provider to collect overdue amounts.

TERM AND TERMINATION

Term Commencement Date: . Term End Date:

Either party may terminate this Agreement for convenience upon written notice to the other party at least days prior to the intended 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 Provider for all work performed and reimbursable expenses incurred up to the effective date of termination.

CONFIDENTIALITY

Each party shall keep confidential and shall not disclose to any third party any confidential information of the other party disclosed in connection with this Agreement ("Confidential Information"), except as required by law or with the prior written consent of the disclosing party. Confidential Information does not include information that (a) is or becomes generally known to the public through no fault of the receiving party, (b) is lawfully 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. Upon termination or expiration, the receiving party shall return or destroy the disclosing party's Confidential Information as directed.

INTELLECTUAL PROPERTY AND LICENSE

Unless otherwise agreed in writing, Provider retains ownership of all pre-existing intellectual property and of any underlying methodologies, templates, or know-how. Upon full payment of fees due for a specific deliverable, Provider grants Client a non-exclusive, non-transferable license to use the final deliverables for the purposes specified in this Agreement. Client acknowledges that modifications or uses outside the specified purpose may require additional fees and a new license.

EXPENSES AND THIRD-PARTY COSTS

Client shall reimburse Provider for pre-approved out-of-pocket expenses incurred in the performance of services, including but not limited to media buys, printing, and freelancer costs. Reimbursable expenses shall be documented with receipts and invoiced separately. Any single expense in excess of $ requires prior written approval from Client.

INDEMNIFICATION; LIMITATION OF LIABILITY

Each party agrees to indemnify and hold harmless the other party from and against claims, liabilities, losses, and expenses (including reasonable attorneys' fees) arising from the indemnifying party's breach of this Agreement or its negligent or willful misconduct. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE, OR SPECIAL DAMAGES, AND THE AGGREGATE LIABILITY OF EITHER PARTY SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE TO PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to choice-of-law principles. The parties shall first attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation. If the dispute cannot be resolved by negotiation within thirty (30) days, the parties agree to submit the dispute to binding arbitration in the county of the governing law state, unless otherwise mutually agreed in writing.

ENTIRE AGREEMENT; AMENDMENTS

This Agreement, including any exhibits and attachments expressly incorporated herein, constitutes the entire understanding between the parties with respect to the subject matter and supersedes all prior discussions, proposals, and agreements. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

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