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IT, web, Internet, software, hardware, media, multimedia, photography, tech, information, technology, computer, business, company, pre-written, legal, contract, agreement, documents, templates, boilerplate, form, outline, text, terms, recitals e-mail AGENCY EMAIL CREATIVE AND DESIGN SERVICES AGREEMENT THIS AGREEMENT made this CurrentDay day CurrentMonth CurrentYear and between Company Agency and CustCompany Customer Recitals Agency the business providing Email Creative and Design services for fee Customer desires have Agency render certain Email Creative and Design Services the Services set forth the Specifications Exhibit Agency desires render Email Creative Services set forth Exhibit Agreements consideration the mutual covenants set forth this Agreement Customer and Agency hereby agree follows Engagement Services Agency agrees render Customer Email Creative and Design Services including Create Insert Design Mockup and Comp Count design mockups and comps for all templates content created used future Email Marketing Email Marketing Campaigns hoc individual sending email any other use that the Customer deems significant and required the Specifications Create final design concept for each template content based the feedback from the initial number design mockups Customer may request additional design mockups beyond the initial number design mockups for additional fee Insert Rate for Additional Mockups per mockup Conduct compatibility testing for all templates components across agreed number standard email clients Standard email clients may include but are not limited Outlook Thunderbird Mac and Eudora Mac Mail Web based email clients Gmail Yahoo Hotmail Horde Open Web Mail and any others required the Specifications For the purpose this Agreement compatibility testing shall LIMITED just the Email Creative Services templates other components created Agency under this Agreement Agency not responsible for the compatibility any future content Customer may use connection with the Email Creative and Design Services provided Agency Compatibility testing shall also limited current available builds email clients and Agency shall not responsible for how any template content provided customer renders displays future email clients Demonstrate Customer the results all compatibility testing either the use screenshots sent the customer through live login provided email account email client Work with Customer marketing department order aid initial content creation and development and present results Customer for approval Provide detailed accounting for all pre approved expenses associated with the services described the Specifications Expenses may include but are not limited stock and royalty free photography third party testing services additional templates and source code any third party contractors sub contractors required for fulfillment the Specifications and all transportation courier transit charges Audit all invoices and expenses provided third party vendors ensure accuracy Provide other services Customer may request from time time such content creation assistance Customer staff and employees market research analysis additional project consulting All services are subject Agency hourly rate HourlyRate per hour Execute all other creative and design services agreed upon Exhibit Specifications Agency agrees develop the Email Creative and Design Services pursuant the Specifications set forth Exhibit attached hereto the Specifications All services not included the Specifications shall deemed extra and subject the Agency hourly billable rate Services Completion Agency will use reasonable diligence the development the Email Creative and Design Services and endeavor deliver Customer all agreed upon specifications Milestones outlined Exhibit later than DeliveryDate Customer acknowledges however that this delivery deadline and the other payment milestones listed Exhibit are estimates and are not required delivery dates Agency will retain all creative source code original works files digital media and other intellectual property for the entire project and provide Customer with the output formats only Customer shall retain all its intellectual property rights any logos graphics text images other components owns and transmits Agency for use fulfillment creation services Ownership Rights Agency shall endeavor ensure that Customer shall able retain under the fullest extent under the law any and all intellectual property rights any text images other components created for Customer pursuant this Agreement Customer agrees that any material content plan idea prepared Agency submitted Customer for approval any stage that not utilized the termination this Agreement shall remain the property Agency Customer agrees return Agency any materials may have Agency such artwork mockups comps text digital media film photos any other physical embodiment Agency creative work performed while under this Agreement Upon termination expiration this Agreement Customer agrees solely responsible for any additional use materials and advertisements created Agency pursuant this Agreement Additional expenses may include but are not limited fees licenses translations royalties talent and other associated fees Agency obligation shall not apply with any respect foreign use Compensation For all Agency services under this Agreement Customer shall compensate Agency cash pursuant the terms Exhibit attached hereto the event Customer fails make any payment referenced Exhibit the deadline set forth Exhibit Agency has the right but not obligated pursue any all the following remedies terminate the Agreement withhold all materials services and creative content administered Agency behalf Customer bring legal action Confidentiality Customer and Agency acknowledge and agree that the Specifications and all other documents and information related the engagement marketing advertisement development the Confidential Information will constitute valuable trade secrets Agency Customer shall keep the Confidential Information confidence and shall not any time during after the term this Agreement without Agency prior written consent disclose otherwise make available anyone either directly indirectly all any part the Confidential Information Excluded from the Confidential Information definition anything that can seen the public any advertising medium channel prior the engagement Agency provide services information that was provided Agency Customer for publication requirement fulfillment the Specifications Limited Warranty and Limitation Damages Customer agrees indemnify and hold Agency harmless with respect any claim loss lawsuit liability judgment suffered Customer that results from the use any material prepared execution service Agency the direction Agency that has been materially changed from the Specifications any vendors employees advertisers publishers hosts radio and television broadcasts quotes testimonials print journalism other third party entity Customer further agrees indemnify and hold Agency harmless with respect any results display rendering issues compatibility issues any other design problem issue resulting from the use any Email Creative and Design Services template content provided Customer Agency Agency shall provide example how each email client browser displays the Email Creative and Design Services the Customer and also provide the opportunity sign off with Customer approval such Demonstration that the Email Creative and Design Services render and display correctly one particular email client browser does not mean that they will display for every possible instance user configuration that may exist Customer further acknowledges that Agency not responsible for interference from any recipient Operating System Web Browser Firewall Spyware Spyware Blocker Anti Spam Anti Virus programs security settings network setting anything else that may interfere with the Email Creative and Design Services Template Content displaying properly and intended Agency agrees obtain and maintain force for the length this Agreement Agency expense appropriate liability policy policies having minimum limit InsuranceCoverageAmount naming Customer additional insured and loss payee under such policy policies applicable the event any litigation proceeding suit against Customer any regulatory agency the event court action challenging any advertising marketing service prepared Agency Agency shall assist the preparation defense such action and cooperate with Customer Customer acknowledges that Agency not responsible for the results obtained Customer from any creative services advertising programs ideas execution thereof Customer waives any claim for damages direct indirect and agrees that its sole and exclusive remedy for damages either contract tort the return the consideration paid Agency set forth Exhibit attached hereto Right Refusal Agency reserves the right refuse any service any time that appears violate its Acceptable Use Policy AUP appears violate industry standards community standards Local State Federal Law Agency will make available Customer its AUP prior the engagement this Agreement Agency reserves the sole right determine what constitutes violation its policies and procedures Warranty Results Obtained from Use Services Agency not responsible for the results obtained from any the services rendered under this Agreement Compliance with the CAN SPAM Act Agency and Customer and all email campaigns related communications sent behalf the Customer the Agency the Agency agents vendors must comply with the CAN SPAM Act Controlling the Assault Non Solicited Pornography and Marketing Act which establishes requirements for those who send commercial email Independent Contractor Agency will retained independent contractor Agency will fully responsible for payment its own income taxes all compensation earned under this Agreement Customer will not withhold pay any income tax social security tax any other payroll taxes Agency behalf Agency understands that will not entitled any fringe benefits that Customer provides for its employees generally any statutory employment benefits including without limitation worker compensation unemployment insurance Resources and Equipment Customer agrees make available Agency for Agency use performing the services required this Agreement all logos graphics photos branding collateral items hardware and software Customer and Agency may agree are reasonably necessary for such purpose General Provisions Entire Agreement This Agreement contains the entire agreement between the parties relating the subject matter hereof and supersedes any and all prior agreements understandings written oral between the parties related the subject matter hereof modification this Agreement shall valid unless made writing and signed both the parties hereto Governing Law This Agreement shall governed and construed accordance with the laws the State State Exclusive jurisdiction and venue shall the County County State Superior Court Binding Effect This Agreement shall binding upon and inure the benefit Customer and Agency and their respective successors and assigns provided that Agency may not assign any its obligations under this Agreement without Customer prior written consent Waiver The waiver either party any breach failure enforce any the terms and conditions this Agreement any time shall not any way affect limit waive such party right thereafter enforce and compel strict compliance with every term and condition this Agreement Good Faith Each party represents and warrants the other that such party has acted good faith and agrees continue act the negotiation execution delivery performance and any termination this Agreement Right Withhold Content and Services the event Customer fails make any the payments set forth Exhibit within the time prescribed Exhibit Agency has the right withhold further content and services performed for behalf Customer until payment full made plus accrued late charges per month Indemnification Customer warrants that everything gives Agency use fulfillment services legally owned licensed Customer Customer agrees indemnify and hold Agency harmless from any and all claims brought any third party relating any aspect the services creative content other content including but without limitation any and all demands liabilities losses costs and claims including attorney fees arising out injury caused Customer products services material supplied Customer copyright infringement and defective products sold via the advertising services Further Customer agrees indemnify Agency from responsibility for problems disruptions caused third party services and contractors that Customer may use such media buyers transportation merchant accounts shopping carts shipping hosting services real time credit card processing and other services that relate the execution the services Agency outlined this Agreement Use Services and Creative Content for Promotional Purposes Customer grants Agency the right use the creative content description services performed results services and campaign data sees fit for promotional purposes Responsibility for Theft Agency has responsibility for any third party taking all any part the content ideas services provided Customer Agency Attorney Fees the event any party this Agreement employs attorney enforce any the terms the Agreement the prevailing party shall entitled recover its actual attorney fees and costs including expert witness fees Term Agreement This Agreement shall begin StartDate and shall continue full force until terminated either party upon least thirty days prior written notice The parties represent and warrant that the date first written above they are authorized enter into this Agreement its entirety and duly bind their respective principals their signatures below EXECUTED the date first written above CustCompany signator authorized signature signer Job title signator authorized signature signer Date when the contact was signed Company signator authorized signature signer Job title signator authorized signature signer Date when the contact was signed Customer Initials Agency Initials
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Email Marketing Creative by Agency Agreement
