Marketing Wall Graphic

MARKETING WALL GRAPHIC AGREEMENT

This Marketing Wall Graphic Agreement ("Agreement") is entered into as of by and between:

Client Name:    Client Contact:

Service Provider Name:    Provider Contact:

WHEREAS

WHEREAS, Client operates the premises located at (the "Site") and desires the creation, production and installation of a marketing wall graphic; and

WHEREAS, Service Provider is engaged in the business of designing, producing and installing large-format graphics and has the experience, personnel and equipment necessary to perform the work described herein; and

WHEREAS, the parties desire to set forth the terms and conditions under which Service Provider will deliver and install the marketing wall graphic.

SCOPE OF WORK

Service Provider shall provide design, materials, fabrication, delivery and installation as described below. All work shall conform to industry standards and applicable laws.

PAYMENT TERMS

Total Contract Price: $

Deposit Amount (due upon execution): $    Final Payment Due:

Late Payment: Any overdue amount shall accrue interest at and Service Provider may suspend work or withhold delivery until payment is made. Client shall also be responsible for reasonable costs of collection including attorneys' fees.

CHANGE ORDERS

All changes to the Scope of Work shall be documented in a written change order signed by both parties. Change orders shall specify additional cost, if any, and any extension to the schedule.

SITE ACCESS, PERMITS AND WARRANTIES

Client shall secure any necessary site access, permits, or owner approvals prior to installation. Service Provider warrants that materials and workmanship for installed graphics shall be free from defects for a period of from installation. This warranty does not cover damage resulting from abuse, misuse, alterations, or exposure beyond manufacturer specifications.

INTELLECTUAL PROPERTY AND OWNERSHIP

Unless otherwise agreed in writing, Service Provider retains ownership of preliminary designs, concepts and non-final artwork. Upon receipt of full payment, Service Provider grants Client a perpetual, non-exclusive license to use the final graphic artwork for display at the Site. To transfer full ownership and exclusive rights of the final artwork to Client, select assignment below and obtain a written assignment.

Client receives perpetual, non-exclusive license to final artwork upon full payment
Client receives full assignment of rights upon full payment and execution of assignment instrument

CONFIDENTIALITY

Each party agrees to treat as confidential and not disclose to third parties any non-public technical, business or financial information of the other party disclosed in connection with this Agreement ("Confidential Information"), except (a) information that is or becomes public without breach, (b) information lawfully obtained from a third party, or (c) information independently developed. The receiving party shall use 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. Upon termination, the receiving party shall return or destroy Confidential Information upon request.

INDEMNIFICATION AND INSURANCE

Each party shall indemnify and hold harmless the other from claims arising from its own negligence or willful misconduct in connection with this Agreement. Service Provider shall maintain general liability and workers' compensation insurance sufficient for the performance of the installation and shall provide proof of insurance upon request.

TERM AND TERMINATION

This Agreement commences on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this section.

Either party may terminate for material breach if the breaching party fails to cure such breach within days after written notice. Client may terminate for convenience upon days' advance written notice; in such case Client shall pay for work performed, materials ordered and reasonable termination costs.

LIMITATION OF LIABILITY

Except for willful misconduct or gross negligence, neither party shall be liable to the other for consequential, incidental, punitive or special damages. Service Provider's total liability arising from or related to this Agreement shall not exceed the total amounts paid by Client to Service Provider under this Agreement.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties shall attempt to resolve disputes in good faith and may pursue injunctive relief where appropriate.

ENTIRE AGREEMENT

This Agreement, including any written change orders signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, proposals and understandings. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

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 either party designates in writing. Notices may be delivered by hand, certified mail, or courier.

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