Business Adds Template

BUSINESS ADDS TEMPLATE

This Business Adds Agreement ("Agreement") is entered into as of by and between Client Name: ("Client") and Service Provider Name: ("Provider"). Client and Provider are sometimes referred to individually as a "Party" and collectively as the "Parties."

WHEREAS

WHEREAS, Client seeks to commission advertising content and placement (collectively, "Adds") for the Client's business, including creative development, copywriting, design, production and placement as described in this Agreement; and

WHEREAS, Provider represents that it has the expertise, personnel and resources necessary to produce and place such Adds in accordance with the terms and schedule set forth below; and

WHEREAS, the Parties desire to set forth their rights and obligations with respect to the creation, delivery, payment and ownership of Adds.

SCOPE OF WORK

Provider shall perform the work described below and any additional work mutually agreed in writing by the Parties. Provider shall deliver Adds consistent with professional industry standards, on the schedule specified and in compliance with applicable laws and advertising standards.

PAYMENT TERMS

As consideration for the Services, Client shall pay Provider the fees set forth below in accordance with the schedule. All fees are due in United States dollars unless otherwise agreed in writing.

Late Payment: Any amount not paid within days after the due date shall accrue interest at the lesser of (a) % per month or (b) the maximum rate permitted by law. Additionally, Client shall be responsible for reasonable collection costs, including attorneys' fees, incurred by Provider to recover overdue amounts.

TERM AND TERMINATION

Term: This Agreement commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this Section.

Termination for Convenience: Either Party may terminate this Agreement for any reason upon written notice to the other Party delivered no less than days prior to the effective termination date. Client shall pay Provider for all work performed and non-cancelable commitments made prior to termination.

Termination for Cause: Either Party may terminate immediately upon written notice if the other Party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public information disclosed by one Party ("Disclosing Party") to the other ("Receiving Party") that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including business plans, marketing strategies, pricing, and creative materials.

Obligations: The Receiving Party shall (a) hold Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party except as permitted by this Agreement; and (c) use Confidential Information solely to perform its obligations under this Agreement. The Receiving Party shall exercise at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but no less than reasonable care.

Exclusions: Confidential Information does not include information that: (i) is or becomes generally known to the public without breach of this Agreement by the Receiving Party; (ii) is rightfully received from a third party without restriction; (iii) is independently developed by the Receiving Party without access to the Disclosing Party's Confidential Information; or (iv) is required to be disclosed by law or valid legal process, provided that the Receiving Party gives prompt written notice to the Disclosing Party to permit a protective order or other remedy.

INTELLECTUAL PROPERTY

Ownership: Unless otherwise agreed in writing, Provider retains ownership of any pre-existing materials and tools. Subject to Client's full payment of amounts due under this Agreement, Provider hereby assigns to Client all right, title and interest in and to the final Adds delivered to Client (the "Deliverables"). Provider retains the right to use Deliverables in its portfolio and marketing materials, provided no Confidential Information of Client is disclosed.

Third-Party Materials: Provider will notify Client in writing of any third-party materials included in Deliverables and will obtain necessary licenses; Client shall be responsible for any third-party license fees unless otherwise agreed.

INDEMNIFICATION

Each Party agrees to indemnify, defend and hold harmless the other Party and its officers, directors and employees from and against any claims, damages, liabilities and expenses (including reasonable attorneys' fees) arising out of the indemnifying Party's breach of this Agreement, gross negligence or willful misconduct. Provider additionally agrees to indemnify Client for claims alleging that Provider-created Deliverables infringe the intellectual property rights of a third party, provided Client promptly notifies Provider and cooperates in the defense.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. Venue for any dispute arising under this Agreement shall be the state or federal courts located in that state, and the Parties consent to personal jurisdiction therein.

ENTIRE AGREEMENT

This Agreement, including any exhibits or statements of work incorporated in writing, constitutes the entire agreement between the Parties relating to its subject matter and supersedes all prior and contemporaneous understandings, proposals, negotiations and communications, whether written or oral. No amendment shall be effective unless in writing and signed by authorized representatives of both Parties.

MISCELLANEOUS

Notices: Any notice required or permitted under this Agreement must be in writing and delivered to the address provided by the receiving Party. Electronic transmission of signed copies shall be sufficient for delivery. Severability: If any provision is held invalid, the remaining provisions remain in full force and effect. No waiver: A Party's failure to enforce any right is not a waiver of that right.

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