Marketing Visibility Materials

Marketing Visibility Materials Agreement

This Marketing Visibility Materials Agreement (the "Agreement") is entered into as of by and between Client Name: with address: , and Service Provider: with address: .

RECITALS

WHEREAS, Client desires to engage Provider to prepare, design, produce and deliver marketing visibility materials for the Client's marketing initiatives and campaigns described as: (the "Campaign"); and

WHEREAS, Provider represents that it has the technical expertise, personnel and resources to create and deliver the deliverables described in this Agreement and will provide such services in accordance with the terms set forth herein; and

WHEREAS, the parties wish to set forth their respective rights and obligations with respect to creation, approval, ownership, delivery and permitted use of marketing visibility materials.

SCOPE OF WORK

Logos / Brand Marks   Digital Ads (display / banner)   Social Media Graphics   Video Assets   Print Collateral   Physical Signage

PAYMENT TERMS

Total Fee: $ payable in accordance with the schedule below. Unless otherwise stated, amounts are exclusive of sales, use or other taxes for which Client is responsible.

Deposit (if any): $   Balance Due By:

Late Payment: If any invoiced amount is not paid within days of the due date, Client will pay interest of per month (or the maximum permitted by law), plus reasonable collection costs.

TERM AND TERMINATION

Term Commencement Date: .   Term 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 by the other party that remains uncured for days after written notice of such breach.

Upon termination, Client will pay Provider for all work performed and expenses incurred through the effective date of termination and Provider will deliver all completed and in-progress materials subject to payment and the intellectual property provisions below.

CONFIDENTIALITY

Each party shall keep confidential all non-public information disclosed by the other 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"). Confidential Information does not include information that is (a) publicly known through no breach, (b) independently developed by the recipient, or (c) rightfully received from a third party without restriction. The receiving party shall use Confidential Information solely to perform its obligations under this Agreement.

Confidentiality Term: years from disclosure, or such longer period as required by applicable law for personally identifiable information.

INTELLECTUAL PROPERTY AND LICENSES

Ownership: Unless otherwise agreed in writing, Provider retains ownership of Provider's pre-existing materials, tools, methodologies and trade dress. Client will own all final deliverables provided and paid for under this Agreement, subject to Provider's moral rights and third-party rights. To the extent Provider's pre-existing materials are embedded in deliverables, Provider grants Client a perpetual, worldwide, royalty-free license to use such embedded materials as incorporated in the deliverables.

Assignment of Rights: Assignment of rights to Client upon final payment    License to Client instead of assignment (specify scope below)

APPROVALS, REVISIONS AND ACCEPTANCE

Provider will submit materials for Client review in accordance with the schedule. Client shall provide consolidated approval, comments or a written rejection within days of receipt. Provider will incorporate up to rounds of revisions described in the Scope of Work. Additional revisions requested by Client will be billed at Provider's then-current hourly rate.

WARRANTIES; INDEMNIFICATION

Provider represents and warrants that the deliverables will be original and will not infringe the intellectual property rights of any third party. EXCEPT AS EXPRESSLY PROVIDED HEREIN, ALL DELIVERABLES ARE PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims, losses, damages and liabilities arising from the indemnifying party's breach of its representations, warranties or obligations under this Agreement, subject to each party's liability limitations set forth herein.

LIMITATION OF LIABILITY

Except for willful misconduct, gross negligence or liability arising from breaches of confidentiality or intellectual property indemnities, neither party's aggregate liability for claims under this Agreement shall exceed the total amount paid by Client to Provider under this Agreement in the twelve (12) months preceding the claim.

NOTICES

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of , without regard to conflict of law principles. The parties shall attempt in good faith to resolve disputes promptly by negotiation between executives. If unresolved, disputes shall be resolved by binding arbitration or by the forum selected by the parties as set forth here:

ENTIRE AGREEMENT

This Agreement, together with any attachments and any statements of work incorporated by reference, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals or communications, whether written or oral. Any amendment must be in writing and signed by both parties.

MISCELLANEOUS

Independent Contractor: Provider is an independent contractor and not an employee or agent of Client. Neither party will have the authority to bind the other party except as expressly provided in this Agreement.

Severability: If any provision is found invalid or unenforceable, the remainder of this Agreement will remain in full force and effect.

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