Product Marketing Description

PRODUCT MARKETING DESCRIPTION

RECITALS

This Product Marketing Description and accompanying services are entered into effective as of (Effective Date) by and between:

Client Name:    Address:

Marketing Provider:    Address:

WHEREAS, Client develops, owns or distributes the product described below and desires marketing services to promote and position the product in specified markets; and

WHEREAS, Marketing Provider represents that it has expertise in product positioning, messaging development, and multi-channel marketing execution and agrees to provide the services set forth herein under the terms of this Agreement.

PRODUCT DETAILS

SCOPE OF WORK

Marketing Provider shall perform the services described in this Scope of Work. Services include strategy development, creative messaging, content production, media planning and placement, and performance reporting as described below. All services are subject to the terms, payment schedule, and approval processes set forth in this document.

MARKETING STRATEGY

TIMELINE & MILESTONES

PAYMENT TERMS

Client shall pay Marketing Provider the fees and reimbursements described below in consideration for the services. Fees are exclusive of applicable taxes unless otherwise stated.

Overdue payments shall incur a late fee of % per month on the outstanding balance, or the maximum permitted by law, whichever is less.

TERM AND TERMINATION

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

Either party may terminate this Agreement for material breach if the breaching party fails to cure such breach within the notice period specified above. Termination shall not relieve Client of payment obligations for services rendered or non-cancellable commitments made prior to termination.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by one party to the other, whether oral, written or electronic, that is designated as confidential or that reasonably should be understood to be confidential. Confidential Information does not include information that is (i) already known to the receiving party without obligation of confidentiality, (ii) becomes publicly available without breach, (iii) lawfully obtained from a third party, or (iv) independently developed without use of the disclosing party's Confidential Information.

The receiving party shall (a) use Confidential Information solely to perform its obligations under this Agreement, (b) restrict disclosure to employees, contractors and agents with a need to know who are bound by confidentiality obligations at least as protective as those herein, and (c) use at least reasonable care to protect Confidential Information. Confidentiality obligations shall survive termination for years.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Client retains ownership of Client's pre-existing intellectual property and trademarks. Marketing Provider grants Client a non-exclusive, royalty-free license to marketing deliverables upon full payment for use as contemplated herein. Provider retains ownership of its pre-existing materials and of any generic templates, methodologies and know-how used to create deliverables. Specific ownership of creative works will be assigned to Client only upon written agreement and full payment.

APPROVAL & CHANGE CONTROL

All creative deliverables shall be submitted for Client approval. Client's approval shall not be unreasonably withheld. Changes outside the scope shall be treated as change orders and billed in accordance with the agreed hourly or fixed rates. Provider shall document requested changes and obtain written approval prior to proceeding with out-of-scope work.

PERFORMANCE METRICS & REPORTING

LIMITATIONS, WARRANTIES & INDEMNITY

Provider warrants that services will be performed in a professional manner consistent with industry standards. EXCEPT AS EXPRESSLY STATED, ALL SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. Each party shall indemnify the other against third-party claims arising from its breach of representations, willful misconduct or negligence, subject to any limitations of liability agreed by the parties.

GOVERNING LAW

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

ENTIRE AGREEMENT

This document, together with any exhibits and approved change orders, constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, proposals and understandings, whether written or oral. No modification is effective unless in writing and signed by authorized representatives of both parties.

NOTICES

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