Marketing Signage Document

MARKETING SIGNAGE DOCUMENT

Parties

This Marketing Signage Document ("Agreement") is entered into as of by and between:

Recitals

WHEREAS, Brand desires to procure exterior and/or interior signage and related marketing displays (collectively, "Signage") for promotional use in connection with Brand's marketing activities; and

WHEREAS, Provider is engaged in the business of producing, fabricating, permitting, installing, maintaining, and removing marketing signage and has the experience, personnel, and equipment to perform such services under the terms set forth below.

Campaign & Signage Summary

Primary Channels: Outdoor Retail/POI Transit Other

Campaign Commencement:     Campaign End:

Deliverables & Specifications

Provider shall produce and deliver the Signage items described below in accordance with the specifications, quantities, and deadlines set forth. Each deliverable requires Brand's written approval as provided in the Approval Process section.

Approvals & Change Orders

Brand shall review and provide approval or required adjustments within calendar days after receipt of proofs, mockups, or samples. Absent timely comment, deliverables will be deemed approved.

Any changes to specifications after approval constitute a change order and may result in additional fees and adjusted delivery timelines. Change orders require written authorization signed by both parties.

Permits, Site Access & Installation

Provider is responsible for obtaining all necessary permits, licenses, and consents for installation and display of the Signage unless otherwise specified. Provider shall coordinate site access and installation times with Brand and any applicable property owners.

Site Consent Obtained by: Provider Brand

Compensation & Payment

In consideration for the services and deliverables described herein, Brand shall pay Provider the fees set forth below. All fees are exclusive of taxes, duties, and permit costs unless otherwise stated.

Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. Provider reserves the right to suspend work for nonpayment after providing seven (7) days' written notice.

Usage Rights & Intellectual Property

Upon full payment, Provider grants Brand a non-exclusive, worldwide license to display the final Signage for the Campaign Term specified herein. Provider retains ownership of Provider's underlying production tools, templates, and any pre-existing materials.

Any third-party intellectual property incorporated into the Signage must be licensed or cleared by Brand prior to production. Brand represents and warrants it has rights to all trademarks, logos, imagery and copy it delivers to Provider for inclusion in the Signage.

Exclusivity

Provider shall not produce billboard or transit signage for direct competitors of Brand in the same campaign market area during the Campaign Term if the box below is checked.

Exclusivity requested    If checked, Exclusivity Category:

FTC Disclosure Compliance

Both parties agree that any signage, display copy, or messaging that constitutes paid advertising, sponsored content, or endorsements shall include clear and conspicuous disclosure of the commercial relationship in a manner consistent with applicable consumer protection standards. Provider will incorporate required disclosure language on physical signage when requested by Brand and approved in writing.

Termination, Cancellation & Kill Fee

This Agreement may be terminated by either party upon days' prior written notice. If Brand terminates after production or within the installation window, Brand shall be liable for a kill fee equal to: or actual costs, whichever is greater.

Warranties, Liability & Indemnity

Provider warrants that all Signage will conform to the approved specifications at time of delivery and will be free from defects in materials and workmanship for a period of from installation. Brand's remedy for breach of such warranty shall be limited to repair or replacement at Provider's option.

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising out of that party's negligence, willful misconduct, or breach of this Agreement, including claims related to trademark infringement arising from materials supplied by Brand.

Except for liability arising from gross negligence or willful misconduct, each party's aggregate liability under this Agreement shall be limited to direct damages not to exceed the total fees paid to Provider under this Agreement.

Insurance

Provider shall maintain commercial general liability insurance, workers' compensation and automobile liability insurance with limits customary for the signage industry and shall provide certificates of insurance upon Brand's request prior to commencement of on-site work.

Force Majeure

Neither party shall be liable for delays or failures in performance caused by events beyond its reasonable control, including but not limited to acts of God, strikes, governmental orders, or shortages of materials. Affected obligations will be suspended for the duration of the force majeure event.

Governing Law & Dispute Resolution

This Agreement shall be governed by the laws of the jurisdiction specified below without regard to conflict of law principles. Parties shall attempt in good faith to resolve disputes by negotiation; unresolved disputes may be submitted to mediation or arbitration as elected by the non-breaching party.

Miscellaneous

Entire Agreement: This Agreement, including any attachments and approved change orders, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior agreements and understandings.

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