Business Announcement Coming Soon

BUSINESS ANNOUNCEMENT — COMING SOON AGREEMENT

This Business Announcement — Coming Soon Agreement (the Agreement) is made effective as of by and between:

Company Name:

Announcing Party:

RECITALS

WHEREAS, Company Name intends to make a public announcement regarding certain upcoming business activities and desires controlled coordination of messaging, timing, and approvals to protect confidential information and commercial interests;

WHEREAS, Announcing Party has the expertise and obligations to prepare, draft and manage the delivery of the announcement as set forth in this Agreement; and

WHEREAS, the parties desire to set forth their respective duties, payment terms, confidentiality protections and dispute resolution provisions with respect to the Coming Soon announcement.

SCOPE OF WORK

First Draft Due:    Final Approved Version Due:

PAYMENT TERMS

If any payment is more than days overdue, interest shall accrue at per month, or the maximum rate permitted by law, whichever is less.

TERM AND TERMINATION

Term Commencement Date:

Term End Date: or upon completion of the obligations described in the Scope of Work, whichever occurs later.

Either party may terminate this Agreement for convenience with days' prior written notice. Termination for material breach is effective upon written notice if the breach remains uncured for days after receipt of written notice specifying the breach.

CONFIDENTIALITY

Each party shall maintain in confidence all non‑public information disclosed by the other party that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure (Confidential Information). Confidential Information shall not include information that is (a) already known to the receiving party without obligation of confidentiality, (b) publicly available through no fault of the receiving party, (c) rightfully received from a third party without confidentiality obligations, or (d) independently developed by the receiving party without use of the disclosing party’s Confidential Information.

Confidentiality obligations shall continue for from the date of disclosure. Disclosure to the receiving party’s professional advisors or legal counsel is permitted provided such recipients are bound by confidentiality obligations no less protective than those contained herein.

  Disclosure to advisors is permitted under the conditions described above.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, all materials, creative content, drafts and final deliverables prepared by Announcing Party specifically for the Announcement shall be considered a work made for hire and ownership shall vest in Company upon full payment. If applicable law does not recognize work made for hire, Announcing Party hereby assigns and agrees to assign all right, title and interest in such deliverables to Company upon receipt of full payment.

APPROVALS AND PUBLICATION

Scheduled Public Announcement Date:

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 law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for any disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, including any exhibits and schedules attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, understandings, and communications, whether written or oral. Any modification or amendment must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, such provision shall be severed and the remaining provisions shall remain in full force and effect. The parties acknowledge that monetary damages may be inadequate to remedy a breach of this Agreement and that injunctive relief may be an appropriate remedy in addition to any other available remedies.

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