Marketing Visuals Banner

MARKETING VISUALS BANNER AGREEMENT

This Marketing Visuals Banner Agreement (“Agreement”) is entered into as of (the “Effective Date”), by and between:

WHEREAS

WHEREAS, Client desires to engage Service Provider to design and deliver one or more marketing visuals banners for Client’s advertising campaigns, promotions and digital placements; and

WHEREAS, Service Provider has the professional skill, experience, and resources to create marketing visuals and related creative assets in accordance with the specifications set forth in this Agreement; and

WHEREAS, the parties wish to set forth the terms and conditions governing the creation, delivery, acceptance, ownership, payment, confidentiality and related matters concerning the marketing visuals banners;

SCOPE OF WORK

Service Provider shall perform the services described below in a professional manner consistent with industry standards. Detailed description of the work, milestones, and acceptance criteria:

REVISIONS AND ACCEPTANCE

Service Provider shall provide initial concepts and Client shall have rounds of revisions included in the Fee. Additional revisions shall be billed at the hourly rate set forth below.

Final deliverables shall be deemed accepted by Client when Client provides written acceptance or fails to provide written objections within days after delivery.

PAYMENT TERMS

In consideration for the services and deliverables, Client shall pay Service Provider the amounts and according to the schedule below.

Late payments shall accrue interest at the lesser of 1.5% per month or the highest rate permitted by applicable law. In addition, Client shall be responsible for any collection costs, including reasonable attorneys’ fees.

TERM AND TERMINATION

The term of this Agreement shall commence on and shall continue until unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon days’ prior written notice. Either party may terminate immediately for material breach that remains uncured for more than days after receipt of written notice of such breach.

Upon termination, Client shall pay Service Provider for all work performed and expenses incurred through the effective date of termination, and Service Provider shall deliver to Client any completed deliverables for which full payment has been made.

CONFIDENTIALITY

Each party shall keep confidential and not disclose to any third party any non-public information designated as confidential by the disclosing party or that, by its nature, ought reasonably to be treated as confidential. Confidential information shall not include information that is publicly available, rightfully received from a third party without breach, independently developed, or required to be disclosed by law.

The receiving party shall use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

OWNERSHIP, LICENSES AND RIGHTS

Upon receipt of full and final payment of the Total Fee, Service Provider assigns to Client all right, title and interest in and to the final deliverables created specifically for Client under this Agreement, except Service Provider’s general portfolio and archival copies and any third-party materials for which Service Provider does not own rights. Service Provider warrants that it has the right to assign such rights.

Notwithstanding the foregoing, Service Provider may retain and use for promotional and portfolio purposes non-confidential versions of the deliverables; such use shall not impair Client’s rights in the deliverables for commercial use.

WARRANTIES, REPRESENTATIONS AND INDEMNITY

Service Provider represents and warrants that the deliverables will be original, will not infringe any third-party intellectual property rights, and will conform to the specifications set forth in this Agreement. Client represents that any materials provided to Service Provider are owned by Client or licensed for use and will not infringe third-party rights.

Each party agrees to indemnify, defend and hold harmless the other party from and against any third-party claim arising from that party’s breach of its representations, warranties, or obligations under this Agreement, subject to the indemnified party providing prompt notice and reasonable cooperation.

GOVERNING LAW AND 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 amicably; if unresolved, disputes shall be resolved by the courts located in the chosen jurisdiction.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including all schedules and attachments, constitutes the entire agreement between the parties relating to its subject matter and supersedes all prior and contemporaneous agreements, understandings and communications. This Agreement may be amended only by a written instrument signed by both parties.

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except to a successor in interest in connection with a merger or sale of substantially all assets.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party designates by notice in accordance with this section.

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