Promotional Draft Document

Promotional Draft Document

This Promotional Draft Document (the Agreement) is made effective as of by and between:

Promoter Name:    Promoter Address:

Contractor Name:    Contractor Address:

Recitals

WHEREAS, Promoter seeks professional services to prepare, draft and deliver promotional concepts, copy, and related materials for a promotional campaign (the Promotional Materials); and

WHEREAS, Contractor represents that it has the skills, personnel, and experience necessary to prepare such Promotional Materials and is willing to perform the services under the terms and conditions set forth herein.

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

Scope of Work

Payment Terms

Total Fee: $

Deposit required: $ payable upon execution of this Agreement.

Invoices are due within days of receipt. Overdue amounts shall accrue interest at % per month (or the maximum permitted by law), computed from the invoice due date until paid in full.

Reimbursable expenses reasonably incurred by Contractor in connection with the performance of the Services shall be billed as incurred and are payable within the same terms as invoices above. Any expense exceeding $ requires prior written approval from Promoter.

Term and Termination

Term Commencement Date: . Term End Date:

Either party may terminate this Agreement for convenience upon providing days' prior written notice. Either party may terminate immediately for material breach if such breach remains uncured for a period of days after receipt of written notice specifying the breach.

Upon termination, Promoter shall pay Contractor for all Services performed and reimbursable expenses incurred through the effective date of termination, calculated pro rata where appropriate. Contractor shall deliver all work in progress and Promotional Materials that are in a deliverable format.

Confidentiality

For purposes of this Agreement, "Confidential Information" means nonpublic information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential. Each party agrees to (a) hold the other's Confidential Information in strict confidence, (b) not disclose such Confidential Information to third parties except as expressly permitted herein, and (c) use such Confidential Information solely for the purposes of performing its obligations under this Agreement.

The obligations set forth in this section shall continue for a period of years from the date of disclosure or for such longer period as required by applicable law. Exceptions include information that: (i) is or becomes public without breach of this Agreement; (ii) was rightfully in the receiving party's possession prior to disclosure; (iii) is independently developed by the receiving party without reference to the disclosing party's Confidential Information; or (iv) is rightfully obtained from a third party without restriction.

Intellectual Property

Contractor retains ownership of its pre-existing materials and general know-how. Subject to full payment of all sums due under this Agreement, Contractor hereby assigns and transfers to Promoter all right, title and interest in and to the Promotional Materials created specifically for Promoter under this Agreement. Contractor shall execute such additional documents reasonably necessary to effectuate the assignment. Promoter's rights are limited to the assigned Promotional Materials and do not include Contractor's underlying tools, templates or methodologies unless expressly stated.

Representations; Warranties; Indemnification

Each party represents that it has the authority to enter into this Agreement. Contractor represents that the Promotional Materials will be original, will not infringe third-party intellectual property rights, and will comply with applicable laws. To the extent permitted by law, Contractor will indemnify and hold Promoter harmless from third-party claims arising from Contractor's breach of the foregoing representation, provided Promoter gives prompt written notice and cooperates in defense.

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 laws principles.

Entire Agreement

This Agreement, including all exhibits and attachments hereto, constitutes the entire agreement between the parties concerning its subject matter and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written. Any amendment must be in writing and signed by authorized representatives of both parties.

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain 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 in connection with a merger or sale of substantially all assets.

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