Marketing Window Clings

Marketing Window Clings Agreement

This Marketing Window Clings Agreement (the Agreement) is entered into as of by and between:

Recitals

WHEREAS, Client desires marketing window clings for promotional and branding purposes to be designed, produced and installed in accordance with the terms of this Agreement; and

WHEREAS, Service Provider represents that it has the necessary expertise, equipment and personnel to design, produce and, if elected, install window clings meeting the specifications set forth herein; and

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

Scope of Work

Service Provider shall provide design, production and delivery of window clings (the Deliverables) consistent with the specifications and schedule agreed by the parties. Client shall approve final proofs prior to production.

Deliverables and Specifications

Proof approval required by Client by or production will be delayed. Standard production lead time: from proof approval.

Service Provider to perform on-site installation

Payment Terms

Client shall pay Service Provider for the Deliverables in accordance with the schedule below. All amounts are in U.S. dollars unless otherwise stated.

A deposit equal to of the Total Contract Amount is due by .

Final balance is due upon completion and prior to delivery or installation, but no later than .

Any amount not paid when due shall accrue a late fee of per month (or the maximum permitted by law), and Service Provider may suspend performance until payment is made.

Term and Termination

This Agreement shall commence on and continue until unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate for material breach if the breach is not cured within 15 days after receipt of written notice specifying the breach.

Upon termination, Client shall pay Service Provider for all work performed and materials ordered or produced through the termination date. Service Provider shall, at Client's expense, deliver any completed or partially completed Deliverables to Client.

Confidentiality

Each party agrees to keep confidential and not disclose the other party's proprietary information, including but not limited to pricing, artwork, business plans and customer lists, except as required by law or to perform obligations under this Agreement. Confidential information shall not include information that is publicly known through no fault of the receiving party.

Upon written request or upon termination of this Agreement, each party shall return or destroy the other party's confidential materials and certify in writing that such materials have been returned or destroyed.

Intellectual Property and Artwork

Client represents and warrants that it owns or has the right to use all artwork, trademarks and other materials supplied to Service Provider for production. Client grants Service Provider a nonexclusive, limited license to use and reproduce Client-provided artwork solely for the purpose of performing this Agreement.

Service Provider retains no ownership in Client-provided artwork except for rights necessary to perform this Agreement. Service Provider may retain digital proofs and production files for internal recordkeeping unless Client pays for transfer of production files.

Warranties; Limitation of Liability; Indemnification

Service Provider warrants that the Deliverables will conform to the agreed specifications and will be free from defects in materials and workmanship for a period of 30 days following delivery. This warranty does not cover damage due to misuse, negligence, or site conditions.

Except for the express warranty above, Service Provider disclaims all other warranties, express or implied. In no event shall Service Provider's liability exceed the total amounts paid by Client under this Agreement. Neither party shall be liable for consequential or incidental damages.

Client shall indemnify and hold harmless Service Provider from claims arising from Client-provided materials, instructions, or infringement of third-party rights, except to the extent caused by Service Provider's gross negligence or willful misconduct.

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 agree to attempt in good faith to resolve disputes promptly through negotiation. If unresolved, disputes shall be resolved in the state or federal courts located in the governing state.

Miscellaneous

Neither party may assign this Agreement without the prior written consent of the other party, except that Service Provider may assign to an affiliate or in connection with a sale of its business. Any notice required under this Agreement shall be in writing and delivered to the contact information set forth below.

Entire Agreement

This Agreement, including any exhibits or attachments signed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and representations, whether written or oral. Any amendment must be in writing and signed by both parties.

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