PASSPORT PROGRAM PRODUCTION DEPARTMENT AGREEMENT
Services. Subject to the terms of this Agreement, Passport will provide to the Client the services on the approved scope as set forth in Exhibit A attached hereto (the “Services”), in accordance with the terms of this Agreement. The manner and means by which Passport chooses to complete the Services are in Passport’s sole discretion and control.
Fee. The Client shall pay Passport for the Services $5,000 for the total fee. The Client will receive free printing and shipping, with a maximum order of 1,000. Passport shall invoice Client upon signing and in accordance with the terms of this Agreement. After the lesser of: (a) 10 days after receipt of an invoice, Client shall be charged interest at a rate of the lower of: (y) 1.5% compounding interest per month; or (z) the highest amount permitted by law, with such interest accruing daily.
Use of Marks. Passport shall have the limited right to use Client Marks on its websites and other marketing materials, solely for the purpose of demonstrating Client's involvement with Passport. Client represents and warrants to Passport that Client Marks do not and will not violate any applicable law or regulation or infringe any proprietary, intellectual property, contract or tort right of any person. Client represents and warrants that Client owns or has the right to use its marks and all intellectual property rights therein.
Termination. The Term of this Agreement shall begin on the Effective Date and continue until the Services are concluded and payments have been made in full to the satisfaction of Passport. Either party may terminate the agreement with 30-days notice, in writing. Additionally, if either Party commits a material breach of any provision of this Agreement or at any time fails or refuses to fulfill a material obligation under this Agreement and the breaching Party fails to remedy the breach within three (3) days of receipt of written notice of the breach from the other Party, then the non-breaching Party may terminate this Agreement effective immediately after the expiration of the 3-day cure period.
Indemnification. Passport agrees to indemnify, defend, and hold harmless Client and its officers, employees, and contractors (collectively “Client Indemnified Persons”) from and against any and all claims, losses, and damages arising out of or from the gross negligence or willful misconduct of Passport. Notwithstanding the preceding, Passport has no indemnification obligations to the extent such losses are caused by the Client Indemnified Persons. Client agrees to indemnify, defend, and hold harmless Passport and its members, managers, officers, employees, and contractors from and against any and all claims, losses, damages, costs, and other expenses (including attorneys’ and expert witnesses’ costs and fees) arising from or relating to any breach of any representation, warranty, covenant, or obligation of Client in this Agreement and negligence or willful misconduct of Client or any of its agents.
Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY OR ANY OF ITS EMPLOYEES, OFFICERS, DIRECTORS, AGENTS, CONTRACTORS, OR SUBCONTRACTORS, SUCCESSORS, OR ASSIGNS BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION OR OTHER PECUNIARY LOSS) REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF WARRANTIES, FAILURE OF ESSENTIAL PURPOSE OR OTHERWISE AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. In any event, each Party’s maximum aggregate liability hereunder (whether for breach of contract, tort, strict liability, or otherwise) shall be limited to the amounts actually paid under this Agreement.
Force Majeure. Any delay or failure of either Party to perform its obligations (except for payment obligations) under this Agreement is excused to the extent that it is caused by an event or occurrence beyond its reasonable control, including acts of God, actions by a governmental authority (whether valid or invalid), fires, floods, windstorms, explosions, riots, natural disasters, wars, sabotage or labor problems, provided the Party claiming force majeure promptly notifies the other party of the event of force majeure, the anticipated duration of the event of force majeure, and the steps being taken to remedy the failure.
Independent Contractors. The Parties shall be independent contractors in the performance of this Agreement and nothing herein is intended or may be construed to make either Party the employee, agent, partner, or representative of the other.
Miscellaneous. This Agreement is governed by Colorado law and constitutes the Parties’ entire agreement with respect to the subject matter hereof. If any provision of this Agreement, or the application of such provision to any person or circumstance, shall be held invalid, the remainder of this Agreement and the application of such provision to other persons or circumstances shall not be affected. Any dispute arising under this Agreement will be resolved through binding arbitration in Denver, Colorado (or the courts of Denver County, Colorado). This Agreement may be signed in counterparts, and facsimile or other digital copies of signatures shall be valid as originals.
Use of Marks. The Passport Program shall have the limited right to use the project and your marks on its websites and other marketing materials, solely for the purpose of demonstrating your involvement with Passport.