Business Combined Content

BUSINESS COMBINED CONTENT AGREEMENT

This Business Combined Content Agreement ("Agreement") is entered into as of by and between Client Name: and Service Provider Name: .

RECITALS

WHEREAS, Client desires to procure content creation and related services combining written, graphic, audio and/or visual materials as described in this Agreement and the Scope of Work; and

WHEREAS, Service Provider represents that it has the experience, personnel and resources required to provide the combined content services and deliverables required by Client under the terms set forth herein; and

WHEREAS, the parties desire to set forth in writing their respective rights and obligations with respect to the creation, delivery, acceptance and ownership of the content and related work product.

1. SCOPE OF WORK

Service Provider shall perform the services and deliver the deliverables described in the Scope of Work. The Scope of Work shall include the nature of content to be produced, formats, quantities, milestones, delivery media and any acceptance criteria.

2. PAYMENT TERMS

Client shall pay Service Provider the fees set forth below in exchange for the services and deliverables described in this Agreement. Unless otherwise provided, all fees are exclusive of taxes which shall be borne by Client.

Payments not made within thirty (30) days of an undisputed invoice shall accrue interest at the rate set forth above or, if no rate is specified, at the lesser of 1.5% per month or the maximum lawful rate. Client is responsible for reasonable collection costs for overdue amounts.

3. TERM AND TERMINATION

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

Start Date:    End Date:

Either party may terminate for material breach if the breach remains uncured following the cure period. Termination for convenience by either party requires the notice period above and payment for services performed and non-cancellable commitments incurred through the effective termination date.

4. CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by a party relating to business, operations, products, pricing, strategies, customer lists, technical data, and other proprietary information. Each receiving party shall (a) use Confidential Information solely to perform under this Agreement; (b) 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; and (c) not disclose Confidential Information to third parties except to its employees, contractors or advisors who need to know and are bound by confidentiality obligations at least as protective as those in this Agreement.

Confidential Information does not include information that is (i) already known to the receiving party without obligation of confidentiality; (ii) independently developed by the receiving party without use of Confidential Information; (iii) rightfully obtained from a third party without restriction; or (iv) becomes publicly available through no breach by the receiving party. The obligations in this Section survive termination for a period of three (3) years, except for trade secrets which shall be protected for as long as they remain trade secrets under applicable law.

5. OWNERSHIP OF WORK PRODUCT; LICENSES

Unless otherwise agreed in writing, upon full payment of fees due, Service Provider assigns to Client all right, title and interest in and to the final deliverables and underlying work product created specifically for Client under this Agreement, including copyrights and work made for hire rights to the fullest extent permitted by law; provided, however, that Service Provider retains a non-exclusive, worldwide, royalty-free license to use general skills, know-how and non-confidential methodologies for any purpose.

Service Provider shall not include third-party materials in deliverables unless Service Provider secures at least the rights necessary for Client's intended use or discloses the need for additional licensing; any such third-party costs shall be set out in the Scope of Work or pre-approved in writing.

6. REPRESENTATIONS, WARRANTIES AND INDEMNIFICATION

Each party represents that it has the full power and authority to enter into this Agreement. Service Provider warrants that the deliverables will be original to Service Provider and will not knowingly infringe intellectual property rights of third parties. Service Provider agrees to indemnify, defend and hold harmless Client from and against third-party claims arising from Service Provider's breach of the foregoing warranty or from Service Provider's gross negligence or willful misconduct. Client shall indemnify Service Provider for Client-supplied materials or directions that give rise to third-party claims.

EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

7. LIMITATION OF LIABILITY

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF THIS AGREEMENT. EACH PARTY'S AGGREGATE LIABILITY FOR CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

8. ACCEPTANCE, DELIVERY, AND REVISIONS

Deliverables will be submitted for Client review. Client shall have days after delivery to provide written notice of rejection and reasonable detail of issues. Absent timely notice, deliverables shall be deemed accepted. The Scope of Work shall set forth the number of revision cycles included; additional revisions will be billed at Service Provider's standard rates.

9. NOTICES

All notices, requests, consents and other communications under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as either party provides in writing.

10. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. Exclusive venue for disputes shall be the courts located in that State, unless the parties agree otherwise in writing.

11. ENTIRE AGREEMENT

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

12. MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement will remain in full force and effect. The parties are independent contractors and nothing in this Agreement creates a partnership, joint venture or employment relationship. Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all its assets.

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