Business Agreement Primetime

Business Agreement Primetime

This Business Agreement ("Agreement") is made and entered into as of Effective Date: by and between:

RECITALS

WHEREAS, Client is engaged in the business of procuring media, advertising, event, or related business services and desires to retain Provider to perform certain services on the terms set forth in this Agreement;

WHEREAS, Provider represents that it has the requisite expertise, personnel and facilities to perform the services described in this Agreement and is willing to provide such services to Client in accordance with the terms and conditions herein;

WHEREAS, the parties desire to reduce their agreement to writing and set forth the respective rights and obligations of each party;

SCOPE OF WORK

Provider shall perform the services and deliverables described below in a professional and workmanlike manner in accordance with industry standards. Provider's obligations include, without limitation, the tasks, milestones and deliverables set forth in the description below.

PAYMENT TERMS

In consideration for the services rendered by Provider, Client shall pay Provider the compensation set forth below. All fees are exclusive of applicable taxes unless otherwise stated.

Late payments shall bear interest at the rate specified below, and Client shall also be responsible for reasonable collection costs incurred by Provider.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the intended termination date. Either party may also terminate for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach and demanding cure.

Upon termination, Provider shall deliver to Client all work product completed up to the effective date of termination and Client shall pay Provider for services rendered and reimbursable expenses incurred through the termination date.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by either party to the other 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. Each party shall: (a) hold Confidential Information of the other in strict confidence; (b) not disclose such Confidential Information to any third party except as expressly authorized in writing; and (c) use such Confidential Information only to perform its obligations or exercise its rights under this Agreement.

Confidentiality obligations do not apply to information that: (i) is or becomes generally known to the public other than by breach of this Agreement; (ii) was in the receiving party's lawful possession prior to the disclosure and not subject to confidentiality restrictions; (iii) is rightfully received from a third party without obligation of confidentiality; or (iv) is independently developed without use of the disclosing party's Confidential Information. The parties agree that monetary damages may be inadequate to remedy a breach of this Section and that injunctive relief may be sought in addition to any other remedies.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located within that State for resolution of disputes arising under or related to this Agreement.

ENTIRE AGREEMENT; MISCELLANEOUS

This Agreement, together with any written exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. No amendment or modification of this Agreement shall be effective unless in writing and signed by both parties.

Neither party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other party, except that either party may assign this Agreement in its entirety to a successor entity in connection with a merger, acquisition or sale of substantially all of its assets. The parties are independent contractors and nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship between them.

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's gross negligence, willful misconduct or material breach of this Agreement.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below (or to such other address as a party may designate by notice in accordance with this Section) by personal delivery, certified mail (return receipt requested), or nationally recognized overnight courier.

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