Scenic Roads Travel Guide

Scenic Roads Travel Guide — Services Agreement

This Services Agreement (the Agreement) is entered into as of the Effective Date below by and between:

Client Name:    Contractor Name:

Effective Date:

WHEREAS

WHEREAS, Client engages Contractor to prepare a curated travel guide titled "Scenic Roads Travel Guide" describing designated scenic driving routes, points of interest, recommended stops, maps and photography (the Work); and

WHEREAS, Contractor has the experience, personnel and capability to prepare and deliver the Work in accordance with the specifications and schedule set forth in this Agreement; and

WHEREAS, the parties desire to set forth the terms under which the Work will be produced, delivered and licensed.

PARTY CONTACT INFORMATION

SCOPE OF WORK

Contractor will research, write, design and deliver the Travel Guide in accordance with the specifications agreed by the parties. The Deliverables shall include route descriptions, driving directions, points of interest, summary maps, photography permissions, and a master digital file suitable for print and web distribution.

DELIVERABLES

The parties agree the core deliverables will include:

Digital guide file (print-ready PDF and editable master)

Print edition layout (prepared for print vendor)

Summary maps and route overlays

Licensed photography and captions

PAYMENT TERMS

Client shall pay Contractor the total fee specified below in consideration for the Work and Deliverables.

Late payments shall incur a late fee equal to:  applied to overdue balances from the invoice due date until paid in full. Client is responsible for all reasonable collection costs, including attorneys' fees.

TERM AND TERMINATION

This Agreement commences on Start Date and, unless earlier terminated in accordance with this Agreement, continues until End Date or until final delivery and final payment, whichever is later.

Start Date:    End Date:

Either party may terminate this Agreement for material breach by the other party if the breach remains uncured for a period of days after written notice. Upon termination, Client shall pay Contractor for all Work performed and reasonable expenses incurred through the effective date of termination.

CONFIDENTIALITY

For the purposes of this Agreement, "Confidential Information" means non-public information disclosed by either party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information does not include information that: (a) is or becomes generally available to the public through no wrongful act of the receiving party; (b) was in the receiving party's lawful possession prior to disclosure; or (c) is independently developed by the receiving party without use of Confidential Information.

The receiving party shall: (i) hold Confidential Information in confidence with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (ii) not disclose Confidential Information to any third party except as permitted under this Agreement; and (iii) use Confidential Information solely to perform its obligations under this Agreement. The receiving party may disclose Confidential Information to its employees, contractors or agents who have a need to know and who are bound by confidentiality obligations no less restrictive than those herein.

OWNERSHIP AND LICENSE

Unless otherwise agreed in writing, upon receipt of final payment for the Work, Contractor assigns to Client all copyrights and ownership rights in the final Deliverables prepared specifically for Client under this Agreement. Contractor retains the right to use non-confidential, non-client-specific underlying materials, techniques, templates and stock assets, and retains ownership of Contractor's general know-how. Any third-party materials included in the Deliverables shall be licensed consistent with the terms provided by the third-party owner and Contractor will disclose any such third-party license restrictions to Client prior to delivery.

Ownership assigned to Client upon final payment

WARRANTIES; LIMITATION OF LIABILITY

Contractor warrants that the Deliverables will be original and will not knowingly infringe the rights of third parties. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE DELIVERABLES ARE PROVIDED "AS IS" AND CONTRACTOR DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO CONTRACTOR UNDER THIS AGREEMENT.

GOVERNING LAW

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

ENTIRE AGREEMENT

This Agreement, including any exhibits and 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, understandings, negotiations and communications, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Notices required under this Agreement shall be in writing and delivered to the addresses set forth above. If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect.

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