Business Bait Form

BUSINESS BAIT FORM

This Business Bait Form (the Agreement) is entered into by and between Provider Name: with principal place of business at Provider Address: (Provider), and Client Name: with principal place of business at Client Address: (Client).

WHEREAS

WHEREAS, Provider develops and supplies promotional offerings, lead-generation offers, incentives, or marketing materials (collectively, Bait Materials) intended to attract potential customers to Client's business; and

WHEREAS, Client desires to engage Provider to design, supply, distribute and manage selected Bait Materials and related services under the terms set forth herein; and

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties agree as follows:

SCOPE OF WORK

Provider shall deliver Bait Materials and provide related marketing coordination, distribution logistics, tracking of responses, and reporting as set forth in the Description of Services. Provider will use commercially reasonable efforts to perform services in a professional manner consistent with industry standards.

PAYMENT TERMS

Invoices shall be submitted by Provider in accordance with the Payment Schedule. Unless otherwise stated in writing, Client shall pay invoiced amounts within days of receipt of a correct invoice. All fees are exclusive of taxes, duties or other governmental charges; Client shall be responsible for such taxes other than taxes on Provider's net income.

Overdue amounts may incur interest at the rate stated above, or the maximum lawful rate if lower. Provider may suspend performance for nonpayment after ten (10) days' written notice and shall not be liable for delays caused by such suspension.

TERM AND TERMINATION

This Agreement commences on Effective Date: and continues until End Date: unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon written notice of days to the other party. Either party may terminate immediately for material breach if the breach is not cured within thirty (30) days after written notice. Termination shall be without prejudice to any rights or remedies accrued prior to termination.

Upon termination, Client shall pay Provider for all work performed and costs incurred through the effective date of termination. Provider shall deliver all final deliverables and return or destroy Client materials in accordance with Client's written directions.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one 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, including trade secrets, marketing plans, customer lists, pricing, and Bait Materials' performance data.

The receiving party shall: (a) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (b) not use Confidential Information except to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to its employees, contractors or advisors who have a need to know and are bound by confidentiality obligations.

Confidentiality obligations do not apply to information that: (i) is or becomes public through no fault of the receiving party; (ii) was in the receiving party's possession prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed by the receiving party without use of Confidential Information. The obligations shall survive termination of this Agreement for a period of .

INTELLECTUAL PROPERTY AND USE OF BAIT MATERIALS

All intellectual property rights in materials created by Provider specifically for Client under this Agreement shall be treated as follows: Provider retains ownership of Provider's preexisting materials and tooling. Unless otherwise agreed in writing, Provider grants Client a non-exclusive, non-transferable license to use deliverables for Client's internal business purposes as contemplated by this Agreement. Client warrants that it has the right to permit Provider to use any Client-provided trademarks or materials.

LIMITATION OF LIABILITY

Except for liability arising from willful misconduct or gross negligence, each party's aggregate liability to the other for any claim arising out of or relating to this Agreement shall not exceed the total fees paid by Client to Provider under this Agreement during the six (6) month period preceding the claim. Neither party shall be liable for consequential, incidental, punitive or special damages.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of , without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction and venue of the courts located in that jurisdiction for any disputes arising out of this Agreement.

ENTIRE AGREEMENT

This Agreement, together with any attachments or exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. Any amendment must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Neither party may assign this Agreement without the prior written consent of the other party, except to a successor to substantially all of its business or assets. If any provision is determined invalid, the remainder shall remain in effect. Notices shall be in writing and delivered to the addresses provided above.

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