Press Release Cards

PRESS RELEASE CARDS AGREEMENT

This Press Release Cards Agreement (Agreement) is entered into as of by and between Client Name: and Service Provider: .

RECITALS

WHEREAS, Client desires the design, production and delivery of printed press release cards and related collateral (Press Release Cards) to announce corporate news, product launches, or event information; and

WHEREAS, Provider represents that it has the experience, personnel and facilities necessary to produce the Press Release Cards in accordance with the specifications set forth in this Agreement; and

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

SCOPE OF WORK

Provider shall furnish design, print and delivery services for Press Release Cards in accordance with the specifications, quantity, schedule and approval procedures set forth below and in the attached specifications. Provider will provide revisions as required under the proof approval process described in this Agreement.

PRODUCTION SCHEDULE & APPROVAL

Provider will commence work on or about and shall use commercially reasonable efforts to deliver final Press Release Cards by .

Provider shall issue a digital proof for Client review. Client must approve or provide requested changes within days of receipt. Failure to timely respond shall constitute approval and Provider may proceed to production at Client's risk for any errors not detected prior to approval.

PAYMENT TERMS

Client shall pay Provider the Total Fee specified below in accordance with the schedule set forth. All amounts are due in U.S. dollars and are exclusive of taxes, duties or shipping unless otherwise noted.

Invoices are due within days of invoice date. Overdue amounts shall accrue interest at a rate of % per month, or the maximum lawful rate if less.

TERM AND TERMINATION

The term of this Agreement shall commence on and shall terminate on , unless earlier terminated in accordance with this Section.

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 describing the breach. Either party may terminate for convenience upon days' prior written notice. Upon termination, Client shall pay Provider for all work performed and reasonable non‑cancelable costs incurred through the effective date of termination.

CONFIDENTIALITY

Each party (Receiving Party) shall hold in strict confidence all non-public information disclosed by the other party (Disclosing 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 does not include information that (a) is or becomes generally available to the public through no fault of the Receiving Party; (b) was rightfully known to the Receiving Party prior to disclosure; (c) is lawfully obtained by the Receiving Party from a third party without breach of any obligation of confidentiality; or (d) is independently developed by the Receiving Party without use of Confidential Information.

The Receiving Party shall use Confidential Information solely for performance under this Agreement, shall restrict disclosure to personnel who have a need to know, and shall return or destroy Confidential Information upon request. The Receiving Party acknowledges that a breach may cause irreparable harm and that the Disclosing Party shall be entitled to injunctive relief in addition to any other available remedies.

INTELLECTUAL PROPERTY

Client retains ownership of all textual content, trademarks and logos provided to Provider for inclusion on the Press Release Cards. Provider shall retain ownership of its pre-existing templates, production files and proprietary processes. Upon full payment, Provider assigns to Client all right, title and interest in the final delivered artwork and printed materials prepared specifically for Client under this Agreement, except for Provider's underlying production tools and templates.

WARRANTIES; INDEMNITY

Provider warrants that the Press Release Cards will materially conform to the agreed specifications and will be free from defects in materials and workmanship for a period of 30 days following delivery. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Each party shall indemnify and hold harmless the other party from and against any third‑party claims, losses or liabilities arising from the indemnifying party's breach of this Agreement, negligence, willful misconduct, or infringement of third‑party intellectual property rights, provided that the indemnified party gives prompt written notice and cooperates in the defense.

GOVERNING LAW; JURISDICTION

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 submit to the exclusive jurisdiction of the state and federal courts located in the chosen state for resolution of disputes arising out of this Agreement.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with any written specifications and attachments signed by both parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals and communications. No amendment shall be effective unless made in writing and signed by authorized representatives of both parties.

NOTICES

Notices under this Agreement shall be in writing and delivered to the addresses below by hand, certified mail, or nationally recognized courier service and shall be effective upon receipt.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue 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 to all or substantially all of the assigning party's business. Headings are for convenience only and shall not affect interpretation.

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