Product Marketing Data Sheet

PRODUCT MARKETING DATA SHEET AND MARKETING SERVICES AGREEMENT

Parties and Recitals

This Product Marketing Data Sheet and Marketing Services Agreement (the Agreement) is entered into by and between Client Name: and Provider Name: .

WHEREAS, Client develops, manufactures or distributes the product described in this Data Sheet and desires marketing materials and related services; and

WHEREAS, Provider has experience and resources to develop product positioning, messaging and marketing assets and will prepare the Data Sheet and perform the Scope of Work described herein; and

NOW, THEREFORE, in consideration of the mutual covenants set forth below, the parties agree as follows.

Product Overview

Key Features & Benefits

Target Audience & Positioning

Primary Target Industry:   Primary Buyer Persona:

Specifications & Pricing

Marketing Assets & Deliverables

Provider will deliver the following assets (select applicable and specify quantity):

Scope of Work

The Scope of Work describes specific tasks, acceptance criteria and milestones. Provider shall perform the services in a professional and workmanlike manner consistent with industry standards.

Payment Terms

Total Fee:   Payment Schedule:

Late Fee: In the event Client fails to pay any undisputed amount when due, Client shall pay interest on the overdue amount at the rate of , compounded monthly, or the maximum lawful rate, whichever is less.

Term and Termination

Effective Date:   Term End Date:

Either party may terminate this Agreement for material breach if the breaching party fails to cure within days after written notice. Termination shall not relieve Client of payment obligations for services performed and approved deliverables.

Intellectual Property & Use

Ownership of pre-existing intellectual property remains with the originating party. Provider grants Client a non-exclusive, worldwide, royalty-free license to use delivered marketing assets solely for Client's promotion of the specified product, subject to payment in full and the restrictions in this Agreement.

Confidentiality

Each party shall treat as confidential all non-public information disclosed by the other party that is designated confidential or would reasonably be considered confidential. Confidential information shall not be used except to perform obligations under this Agreement and shall not be disclosed to third parties except with prior written consent or as required by law. This obligation survives for three (3) years after termination.

Warranties and Limitation of Liability

Provider warrants that the services will be performed with reasonable skill and care. EXCEPT FOR THE FOREGOING, PROVIDER MAKES NO WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF THIS AGREEMENT EXCEED THE FEES PAID BY CLIENT TO PROVIDER IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state or jurisdiction selected by the parties: Governing Jurisdiction: , without regard to its conflict of law principles.

Entire Agreement

This Agreement, including all attachments and the Data Sheet, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral.

Acceptance

Acceptance of deliverables shall occur upon written approval from Client or, if no written approval is provided within days following delivery, the deliverables shall be deemed accepted unless Provider is notified of defects consistent with the acceptance criteria in the Scope of Work.

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