Presentation Slideshow

PRESENTATION SLIDESHOW AGREEMENT

Client Name:    Provider Name:

RECITALS

WHEREAS, Client desires to retain Provider to design, develop and deliver a presentation slideshow for Client's use in business presentations, marketing, and related communications; and

WHEREAS, Provider has the professional expertise, personnel and technical resources to prepare and deliver the presentation slideshow described in this Agreement and is willing to perform such services under the terms and conditions set forth herein.

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

SCOPE OF WORK

Provider shall design, develop and deliver a slide presentation ("Deliverable") consistent with the specifications and schedule described below. Provider's services shall include slide design, copy refinement, basic image selection, and formatting for the final presentation file format specified by Client.

DELIVERABLES AND SCHEDULE

Provider will deliver the final presentation file(s) to Client in the file format(s) indicated below and by the delivery milestones set forth in the schedule. Any changes to the schedule must be confirmed in writing by both parties.

PAYMENT TERMS

Client agrees to pay Provider the fees specified below in consideration for the services and deliverables. Unless otherwise agreed in writing, all fees are non-refundable except as expressly provided in this Agreement.

Late payments shall incur a late fee of on any unpaid balance, compounded monthly, or the maximum permitted by law, whichever is less.

TERM AND TERMINATION

This Agreement commences on the Start Date and continues until the Completion Date, unless earlier terminated as provided herein.

Start Date:    End Date:

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within days after receipt of written notice. Upon termination, Provider shall deliver any completed work for which Client has paid, and Client shall pay Provider for services performed to the termination date.

CONFIDENTIALITY

Each party agrees to keep confidential and not disclose to any third party any non-public information received from the other party that is designated 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 excludes information that is (a) publicly known through no fault of the receiving party; (b) rightfully received from a third party without restriction; (c) independently developed by the receiving party; or (d) required to be disclosed by applicable law or court order, provided the receiving party gives prompt written notice to the disclosing party and limits disclosure to the required minimum.

INTELLECTUAL PROPERTY

Ownership of the Deliverable shall be governed as follows. Unless otherwise agreed in writing below, Provider retains the copyright in underlying design materials, templates and stock assets used to create the Deliverable and grants Client a non-exclusive, perpetual license to use the final delivered slideshow for Client's internal and external business purposes.

The parties may elect alternative ownership by checking one option below and completing the accompanying terms.

Work made for hire: Provider acknowledges that the Deliverable is a work made for hire and Client shall be the sole author and owner of copyright in the Deliverable upon full payment.

Provider retains copyright and grants Client a license as follows:

WARRANTIES, REPRESENTATIONS AND INDEMNIFICATION

Provider represents and warrants that Provider will perform the services in a professional manner in accordance with generally accepted industry standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Client represents and warrants that any materials provided to Provider for inclusion in the Deliverable do not infringe any third-party intellectual property rights. Each party shall indemnify, defend and hold harmless the other party from and against any claims, liabilities, losses, damages, and expenses (including reasonable attorneys' fees) arising out of a breach of its representations, warranties or obligations under this Agreement.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles.

ENTIRE AGREEMENT

This Agreement, including any attachments and accepted statements of work, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether written or oral. Any modification to this Agreement must be made in writing and signed by authorized representatives of both parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or sent by nationally recognized overnight courier to the addresses specified below or such other address as a party may designate in writing.

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