Marketing ROI Copy

MARKETING ROI COPY

This General Business Agreement (the Agreement) is made and entered into by and between the parties identified below as of the Effective Date set forth herein.

Client Name:

Client Address:

Service Provider Name:

Provider Address:

Effective Date:

WHEREAS

WHEREAS, Client seeks professional marketing copy and campaign messaging intended to measurably improve marketing return on investment and related conversion metrics; and

WHEREAS, Provider is engaged in the business of producing marketing creative, copy, and conversion-oriented content and represents that Provider has the skill and expertise to perform the services described in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows.

SCOPE OF WORK

PAYMENT TERMS

Compensation for the Services will be as follows.

Amounts not paid within days after the invoice due date shall accrue interest at a rate of , or the maximum rate permitted by law, whichever is lower.

Reimbursable out-of-pocket expenses will be billed to Client only with prior written approval. Provider shall obtain written authorization for any single expense exceeding .

TERM AND TERMINATION

This Agreement will commence on the Start Date and continue until the End Date unless earlier terminated in accordance with this section.

Start Date:    End Date:

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach that remains uncured for days following written notice of such breach.

Upon termination, Provider shall deliver all completed work and invoices for services performed through the termination date, and Client shall pay for all undisputed services rendered and authorized expenses through the effective date of termination.

CONFIDENTIALITY

Each party acknowledges that during performance it may receive Confidential Information of the other party. "Confidential Information" means non-public business, technical or financial information disclosed either orally, in writing, or by inspection that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.

The receiving party shall: (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; (b) not disclose such information to any third party except to employees, contractors, or advisors who have a need to know and are bound by confidentiality obligations at least as protective as those herein; and (c) use Confidential Information solely to perform its obligations under this Agreement.

Confidential Information shall not include information that is or becomes generally known to the public other than by breach of this Agreement, was rightfully received from a third party without restriction, or is independently developed by the receiving party without use of the disclosing party's Confidential Information.

INTELLECTUAL PROPERTY

Subject to Client's timely payment in full of all amounts due hereunder, Provider assigns to Client all right, title, and interest in and to the final marketing copy and deliverables specifically created for Client under this Agreement (the Work Product), including all copyrights therein. Provider retains any pre-existing materials, know-how, templates, methodologies, or other intellectual property developed or owned by Provider prior to or outside the scope of this Agreement, and grants Client a non-exclusive, perpetual, worldwide license to any such materials incorporated into the Work Product only to the extent necessary for Client's use of the Work Product.

Provider represents and warrants that the Work Product will be original to Provider and will not knowingly infringe third-party intellectual property rights. Provider shall, at its expense, indemnify and hold Client harmless from all damages and costs arising from any third-party claim that the Work Product infringes any third-party intellectual property right, provided Client provides prompt written notice and cooperates in the defense.

LIMITATION OF LIABILITY

Except for liability arising from willful misconduct or gross negligence, or Client's payment obligations, neither party will be liable to the other for consequential, incidental, special, or punitive damages. Each party's aggregate liability for claims arising out of or relating to this Agreement will not exceed the total fees paid by Client to Provider under this Agreement in the twelve (12) months preceding the event giving rise to the claim.

GOVERNING LAW

This Agreement will be governed by and construed in accordance with the laws of the state indicated below without regard to conflict of laws principles. Any dispute arising under or in connection with this Agreement shall be resolved in the state or federal courts located in the jurisdiction selected by Client below unless the parties agree otherwise in writing.

MISCELLANEOUS

Entire Agreement: This Agreement, including all attachments and schedules executed by the parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements and understandings, whether written or oral.

Amendments: Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except that Client may assign to an affiliate or in connection with a merger, sale of substantially all assets, or similar transaction.

SIGNATURES

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