Lexa Marketing MARKETING CONTRACT

This agreement is between Lexa Marketing, an Idaho Company located at P.O. Box 44113, Boise Idaho 83711 and company agreeing to these terms.

1. QUOTATION:  A quotation not accepted within thirty (30) days by either party may be changed.  Quotations are based on the accuracy of the specifications provided.  Lexa Marketing can re-quote a job at the time of submission if copy, film, disks, or other input materials don’t conform to the information on which the original quotation was based.
2. ORDERS AND CANCELLATION:  Acceptance of orders is subject to deposit payment.  Canceled orders or photography sessions require compensation at Lexa Marketing’s current rate for incurred costs and related obligations.  At the time that payment for cancellation has been received by Lexa Marketing, all materials provided by CLIENT and work produced to date shall be returned to CLIENT.  Ownership of any work in process and not completely paid for shall not be transferred.  Lexa Marketing has the right to cancel project with CLIENT at any time, for any reason.
3. OWNERSHIP AND POSSESSION OF MATERIALS:  I agree that all design work must be printed by Lexa Marketing. Experimental or preliminary work performed at CLIENT’s request will be charged to CLIENT at Lexa Marketing’s current rate.  This work cannot be used without Lexa Marketing’s written consent.  Sketches, copy, photos, graphics, layouts, dummies, and all other creative work developed or furnished by Lexa Marketing are the exclusive property of Lexa Marketing.  Written consent by Lexa Marketing must be given for all use of this work and for any ideas derived from it.  Artwork, type, plates, negatives, positives, disks and all other preparatory material supplied by Lexa Marketing remain the exclusive property of Lexa Marketing.
4. CLIENT-FURNISHED MATERIALS:  Artwork, film, color separations, special dies, tapes, disks, or other materials furnished by the customer must be usable and NOT ORIGINALS.  Items not meeting this requirement will be repaired by CLIENT, or upon CLIENT approval, by Lexa Marketing at current rate.  CLIENT will provide material/information required for project as specified on a timely basis for Lexa Marketing to proceed with project.  If CLIENT is unable or unwilling to provide any material/information required of them for the timely completion of project, Lexa Marketing may, after thirty (30) days, cancel this contract according to the cancellation provision contained herein. Quality of finished print is dependent on quality of supplied materials.
5. OUTSIDE PURCHASES:  Unless otherwise agreed in writing, all outside purchases as requested or authorized by CLIENT are chargeable
6. \CHANGES/ALTERATIONS/CORRECTIONS:  Any changes, alterations or corrections to the specified project shall be documented via change request in client area at www.LexaMarketing.com, and made a part of this agreement, and include all work performed in addition to the original specifications, and may change the cost of the project - to be billed at Lexa Marketing’s current rate. 
7. \ELECTRONIC MANUSCRIPT OR IMAGE:  It is the CLIENT responsibility to maintain the original file.  Lexa Marketing is not responsible for accidental damage to media supplied by CLIENT, or for the accuracy of furnished input or final output.  Until digital input can be evaluated by Lexa Marketing, no claims or promises are made about Lexa Marketing’s ability to work with projects submitted in digital format, and no liability is assumed for problems that may arise.  Any additional translating, editing, or programming needed to utilize CLIENT-supplied files will be charged at current Lexa Marketing rate.
8. PROOFS:  Proofs are submitted via Lexa Marketing website client area at www.LexaMarketing.com .  Final proofreading of material is the responsibility of CLIENT, to include but not limited to spelling and number accuracy.  Lexa Marketing will not be responsible for undetected production errors.  Final work is printed per CLIENT approval only. 
9. LIABILITY:
1. Lexa Marketing and CLIENT have mutually spent much time and effort developing their own staff and consultants, and the parties mutually agree that they shall not hire for part-time or full-time work or contractually each other’s personnel for one year after the completion of any engagement unless permitted by the other party in writing.
2. Lexa Marketing warrants that the work is as described in the purchase order.  CLIENT understands that all sketches, copy, dummies, and preparatory work shown to CLIENT are intended only to illustrate the general type and quality of the work.  They are not intended to represent the actual work performed.
3. CLIENT warrants that the subject matter to be printed is not copyrighted by a third party, and recognizes that because subject matter does not have to bear a copyright notice in order to be protected by copyright law, absence of such notice does not necessarily assure a right to reproduce.  CLIENT further warrants that no copyright notice has been removed from any material used in preparing the subject matter for reproduction.  To support these warranties, CLIENT agrees to indemnify and hold Lexa Marketing harmless for all liability, damages, and attorney fees that may be incurred in any legal action connected with copyright infringement involving the work produced or provided including but not limited to artwork, sound tracks, logos, trademarked or copyrighted material provided by CLIENT.  CLIENT represents by providing such material to Lexa Marketing for incorporation, that it has ownership in, or has properly licensed such content for the purpose of producing/reproducing the products described herein.
4. CLIENT warrants that the work does not contain anything that is libelous, scandalous, or anything that threatens anyone's right to privacy or other personal or economic rights.  CLIENT will, at CLIENT’s sole expense, promptly and thoroughly defend Lexa Marketing in all legal actions on these grounds as long as Lexa Marketing: Promptly notifies CLIENT of the legal action, gives CLIENT reasonable time to undertake and conduct a defense.  Lexa Marketing reserves the right to use his/her sole discretion in refusing to print anything he/she deems illegal, libelous, scandalous, improper or infringing upon copyright law.
10. PRINTING:  I agree that all design work must be printed by Lexa Marketing. Printing prices quoted on Lexa Marketing web pages are based on the assumption that your files will output directly to our image setters with no changes.  If Lexa Marketing must open CLIENT files and make changes or corrections to print a file, CLIENT will be charged for that service.  Lexa Marketing fees are $75.00 per hour, with a minimum charge of $37.50.  CLIENT can avoid extra charges and delays by prepping files correctly for digital output.
11. COLOR PROOFING:  Because of differences in equipment, paper, inks, and other conditions between color proofing and production pressroom operations, a reasonable variation in color between color proofs and the completed job is to be expected.  When a variation of this kind occurs, it will be considered acceptable performance or can be run again at cost, to be billed to CLIENT.
12. PRODUCTION SCHEDULES:  Production schedules will be established and followed by both the CLIENT and Lexa Marketing.  In the event production schedules are not adhered to by CLIENT, delivery dates of product will be subject to renegotiation.  There will be no liability or penalty for delays due to state of war, riot, civil disorder, fire, strikes, accidents action of government or civil authority, acts of God, or other causes beyond the control of Lexa Marketing.  In such cases, schedules will be extended by an amount of time equal to the delay incurred.
13. TERMS/CLAIMS/LIENS:  Payment is net cash otherwise pre-payment in full is required.  Claims for defects, damages, or shortages must be made by CLIENT, in writing no later than ten (10) calendar days after delivery.  If no such claim is made, Lexa Marketing and CLIENT agree that said project has been accepted.  By accepting the finished product, CLIENT acknowledges that Lexa Marketing’s performance has fully satisfied all terms, conditions, and specifications.  Lexa Marketing’s liability will be limited to the quoted selling price of defective goods, without additional liability for special or consequential damages.  As security for payment of any sum due under the terms of this agreement, Lexa Marketing has the right to hold and place a lien on all customer property in Lexa Marketing’s possession.  This right applies even if credit has been extended, notes have been accepted, trade acceptances have been made or payment has been guaranteed.  If payment is not made, CLIENT is liable for all collection costs incurred.  NO refunds of deposit will be made – a trade credit will be issued.
14. APPLICBLE TAXES:  All amounts due for taxes and assessments will be added to CLIENT invoice and are the responsibility of Lexa Marketing.  No tax exemption will be granted unless CLIENT’s “Exemption Certificate” (or other proof of exemption) accompanies the purchase order.  If, after CLIENT has paid the invoice, it is determined that more tax is due, then CLIENT must promptly remit the required taxes to the taxing authority, or immediately reimburse Lexa Marketing for any additional taxes due.
15. DELIVERY/SHIPPING/HANDLING:  Unless otherwise specified, shipping fees will be added to CLIENT invoice at current carrier rates.  Proposals are based on continuous and uninterrupted delivery of the complete order.  If the specifications state otherwise, Lexa Marketing will charge CLIENT accordingly at current rates.  Charges for delivery of materials and supplies from CLIENT to Lexa Marketing, or from CLIENT supplier to Lexa Marketing, are not included in quotations unless specified.  Title for finished work passes to CLIENT upon delivery to the carrier at shipping point, or upon mailing of invoices fro the finished work or its segments, whichever occurs first.
16. STORAGE:  Lexa Marketing will retain intermediate materials until the related end product has been paid in full and accepted by CLIENT.  If requested by CLIENT, intermediate materials will be stored for an additional period at additional charge.  Lexa Marketing is not liable for any loss or damage to stored material beyond what is recoverable by Lexa Marketing ’s fire and extended insurance coverage.
17. DISPUTES:  Disputes arising under this agreement should be presented to either party in writing.  The parties agree to first attempt to settle such disputes by voluntary mediation using a mediator approved by the Federal or State Courts in Idaho.  A mediator shall be selected by the parties, or failing that, by their attorneys, or failing that, by pulling straws from the list of mediators approved by the Federal District Court of Idaho.  If the dispute cannot be settled by voluntary mediation within sixty (60) days of notice by either party that there is a dispute, such notice to be given by certified mail to the other party.  The parties shall permit the mediator to appoint a qualified arbitrator taken from the list of those approved by the Federal District Court of Idaho.  The parties agree to split equally the costs of mediation and the costs of arbitration if that too should be required.  Any dispute arising under this agreement shall be governed by the applicable laws of Idaho except, where pre-empted by applicable Federal statutes.

This contract contains the entire agreement between the parties.  Any discussions before or after the agreeing to this agreement shall not be binding upon the parties unless they are reduced to writing and specifically amend this agreement.  This contract shall also bind the successors to the parties to this agreement.

Bench Advertising 4 Month Contract

1. This contract shall continue and shall automatically renew itself for a like period unless cancelled in writing by either party thirty (30) days prior to the anniversary date hereof.
2. The advertiser will supply the COMPANY all copy, illustrations and photographs to be used in the production of said Bench copy. Any advertising matter supplied by the ADVERTISER is subject to the approval of the COMPANY and the appropriate Municipal or Public Authority, and the COMPANY reserves the right to reject any submitted copy which it deems objectionable or undesirable. All artwork and printed bench signs are property of Lexa Marketing.
3. Should the ADVERTISER breach the contract, the ADVERTISER shall be liable to the COMPANY for any working or illustration sketches furnished to the ADVERTISER and for all work done in production of said benches prior to the breach of contract.
4. Once produced, the artwork on said Bench can only be guaranteed for the length of this contract. Should the contract automatically renew itself as per the terms stated above, new artwork would need to be produced, and the ADVERTISER would be automatically billed accordingly.
5. It is further understood and agreed that if any of the various Municipal or Public Authorities shall for any reason require any bus benches to be removed, the COMPANY agrees to replace said advertising in another location of equal value for the remainder of the contract.
6. In the event that any of the displays are obstructed from view or are wholly or partially destroyed or defaced for any cause beyond the control of the COMPANY, whether by a third party or an act of GOD, including but not limited to the elements, the ADVERTISER agrees to pay for the replacement of said copy(ies) and the COMPANY upon receipt of copy(ies) shall have a reasonable time to replace such displays without any penalty or loss of revenue thereby. Although the COMPANY is not at fault, the COMPANY will extend, if requested to do so, the term of this contract equivalent to the lost time without additional cost to the ADVERTISER.
7. It is expressly agreed that the COMPANY is not held liable to the ADVERTISER for any delays in the performance of this contract of any incidental loss arising there from caused by strikes, fires, breakage, war conditions, or acts of Providence, or liability to secure specified legislation heretofore or hereafter enacted by any department thereof.
8. In the event that any payment under this contract is not made by the ADVERTISER within ten (10) days from the date due, the COMPANY may have to declare the contract breached and the entire contract balance remaining unpaid forthwith due and payable. The COMPANY reserves the right to remove the benches from any location from which such payment has not been received, re-assign such space for use by any other advertiser, and to store the ADVERTISER’s signs for a period not to exceed ten (10) days thereafter (at which time the signs can be prepped for use by other advertisers). The contract may be reinstated upon the COMPANY receiving payment in full plus any interest accrued plus a $50 reinstatement fee. If reinstated, the ADVERTISER may be placed at the original location or the closest available if the original location has been re-assigned.
9. In the event the ADVERTISER issues a check or checks which are dishonored, for any reason, the ADVERTISER shall pay a service charge to the company in the amount of $25.00 for each such item dishonored.
10. Interest at the rate of 1½% per month or a $10 late fee (whichever is greater) will be charged against all unpaid balances. This contract is made under the laws of the State of Idaho and all payments are to be made in Ada County, Idaho.
11. The COMPANY reserves the right to assign any outstanding debts to a third party agency or attorney for collections. The ADVERTISER shall subsequently pay any and all reasonable collection costs. Should circumstances require suit to be brought for collection of said debt, the ADVERTISER agrees that it will also be held responsible for any attorney fees and court costs.
12. It is agreed that the COMPANY is not bound by any stipulations, or representations, or agreements not herein embodied. The ADVERTISER may cancel this contract with a thirty (30) day written notice. A fee equal to two (2) months rental rate plus deposit will be charged when the COMPANY is notified of cancellation.
13. Deposit for contract time plus production costs is required at the time of purchase.
14. Political advertising must be paid in advance of contract posting and carry the copy line “Paid Political Advertising” and the name of the sponsoring group. (Still pending)
15. As used in this Agreement, the term ADVERTISER shall include Advertising agencies or any other agent or licensee of ADVERTISER as well as the ADVERTISER.
16. ADVERTISER agrees to pay an additional fee per location before COMPANY will execute a transfer of bench locations (requested by ADVERTISER). S
17. ADVERTISER agrees that payment by credit card, if selected, is truly authorized by the signing of the contract by the client. No further authorization is necessary to bill monthly or as instructed on the face of this contract.
18. In the case of Personal Accounts; and Unincorporated Sole Proprietorship, Partnerships, Companies and Organizations, by executing this Agreement, the ADVERTISER personally guarantees full payment of the account.

Monthly billing - 4 month contract, month to month payments after until canceled in writing by the Advertiser