Business Comm Document

BUSINESS COMMUNICATIONS AGREEMENT

This Business Communications Agreement (the Agreement) is entered into as of by and between:

RECITALS

WHEREAS, Service Provider is in the business of providing communications strategy, content creation, distribution, and related professional services; and

WHEREAS, Client desires to engage Service Provider to perform communications services on the terms and conditions set forth herein, and Service Provider is willing to provide such services;

NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement, the parties agree as follows:

SCOPE OF WORK

PAYMENT TERMS

Compensation: Client shall pay Service Provider a total fee of $ for the services described in the Scope of Work, subject to the payment schedule below.

Invoicing: Service Provider shall submit invoices in accordance with the Payment Schedule. Unless otherwise agreed in writing, invoices are due net days from invoice date.

Late Payment: Any undisputed amount not paid when due shall accrue interest at the lesser of (i) % per month or (ii) the maximum rate permitted by law, and Client shall reimburse Service Provider for reasonable collection costs, including attorneys' fees.

TERM AND TERMINATION

Term: This Agreement shall commence on and, unless earlier terminated in accordance with this Agreement, shall continue until .

Termination: Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach that remains uncured for thirty (30) days following written notice of such breach. Termination shall not relieve Client of its obligation to pay for services performed through the effective date of termination.

CONFIDENTIALITY

Definition: For purposes of this Agreement, "Confidential Information" means non-public information disclosed by a 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and the circumstances of disclosure, including business plans, client lists, pricing, proprietary processes, and unpublished work product.

Obligations: Each party shall (a) use Confidential Information solely to perform its obligations under this Agreement, (b) restrict disclosure to employees, contractors, or agents who have a need to know and who are bound by confidentiality obligations no less protective than those herein, and (c) exercise at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

Exceptions: Confidential Information does not include information that (i) is or becomes publicly known without breach; (ii) is rightfully received from a third party without restriction; (iii) is independently developed without use of the other's Confidential Information; or (iv) is required to be disclosed by law, provided the disclosing party gives prompt notice and cooperates with reasonable measures to limit disclosure.

Duration: The confidentiality obligations under this Section shall survive termination of this Agreement for a period of three (3) years, except that trade secrets shall be protected for as long as they qualify as trade secrets under applicable law.

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. Venue for any dispute arising under this Agreement shall be the state or federal courts located in that State.

ENTIRE AGREEMENT

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

NOTICES

All notices required or permitted hereunder shall be in writing and delivered to the addresses below by personal delivery, certified mail (return receipt requested), or nationally recognized overnight courier, and shall be effective upon receipt.

MISCELLANEOUS

Assignment: Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that Service Provider may assign this Agreement in connection with a merger, acquisition, or sale of substantially all its assets, provided that the assignee assumes Service Provider's obligations hereunder.

Independent Contractors: The parties are independent contractors. Nothing in this Agreement creates an employer-employee, agency, partnership, or joint venture relationship between the parties.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall continue in full force and effect to the maximum extent permitted by law.

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