RMA Marketing Catalog

RMA MARKETING CATALOG AGREEMENT

This RMA Marketing Catalog Agreement (the Agreement) is entered into as of Effective Date: by and between:

Client Name:   Client Contact:

Service Provider Name:   Provider Contact:

WHEREAS

WHEREAS, Client requires the design, production, and distribution of a marketing catalog identifying Client's products and services, and Provider has expertise and capacity to create and distribute marketing catalogs in accordance with industry standards; and

WHEREAS, the parties desire to set forth the terms and conditions under which Provider will prepare, produce, and deliver the RMA Marketing Catalog described herein, including payment, intellectual property, confidentiality, and termination provisions.

SCOPE OF WORK

Provider shall perform the services described below and any ancillary tasks reasonably necessary for completion. Deliverables shall conform to the specifications and schedule set forth in this Agreement.

Print catalog (specify run and pages)    Digital catalog (PDF/interactive)    Product photography    Mailing list management

PAYMENT TERMS

Client shall pay Provider the fees and reimbursable costs described below in consideration for the services and deliverables. All amounts are due in United States dollars unless otherwise agreed in writing.

Provider shall invoice Client according to the Payment Schedule. Unless otherwise stated, invoiced amounts not paid within thirty (30) days of invoice date shall accrue the Late Payment Fee. Client shall reimburse Provider for reasonable out-of-pocket expenses pre-approved in writing.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and continue until End Date: unless earlier terminated in accordance with this section.

Either party may terminate for convenience upon written notice to the other party delivered at least days prior to the effective termination date. Either party may terminate immediately for material breach if the breaching party fails to cure the breach within thirty (30) days after receipt of written notice specifying the breach.

Upon termination, Client shall pay Provider for all services performed and expenses incurred through the effective date of termination. Termination shall not relieve Client of payment obligations for accepted deliverables.

CONFIDENTIALITY

Each party (Receiving Party) shall hold in confidence all non-public information disclosed by the other party (Disclosing Party) that is marked or reasonably designated as confidential, and shall not use or disclose such information except as required to perform its obligations under this Agreement. The obligations do not apply to information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was already in the Receiving Party's lawful possession prior to disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed by the Receiving Party without reference to the Disclosing Party's confidential information.

Upon termination or written request, the Receiving Party shall return or destroy the Disclosing Party's confidential materials and certify such destruction if requested.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Client grants Provider a limited, non-exclusive license to use Client-supplied trademarks, logos, and product information solely to perform the services. Provider grants Client a non-exclusive license to use the final catalog materials provided by Provider for Client's internal marketing and sales purposes. Provider retains ownership of Provider's pre-existing materials, templates, and methodologies. Any bespoke creative work produced for Client will be assigned to Client upon full payment, except where third-party assets subject to separate licenses are incorporated; Client is responsible for all third-party license fees.

DELIVERY AND ACCEPTANCE

Provider will deliver proofs and final deliverables according to the schedule established in writing. Client shall review and either accept or provide written change requests within days of delivery. Failure to provide timely written objections shall constitute acceptance.

LIMITATION OF LIABILITY

Except for indemnification obligations and willful misconduct, neither party shall be liable for incidental, consequential, special, or punitive damages arising from this Agreement. Provider's aggregate liability for any claim relating to this Agreement shall not exceed the total fees paid by Client to Provider under this Agreement during the twelve (12) months preceding the event giving rise to the claim.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state selected by the parties: Governing Law State: without regard to its conflicts of law provisions.

NOTICES

All notices and communications required or permitted under this Agreement shall be in writing and delivered to the addresses below by hand, certified mail, or recognized courier service.

ENTIRE AGREEMENT

This Agreement, including any exhibits or attachments executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, representations, and understandings, whether written or oral. No amendment or modification shall be effective unless 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 will remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Provider may subcontract performance of services provided Provider remains responsible for compliance with this Agreement.

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