Business Comm Template

BUSINESS COMM TEMPLATE

This Business Communication Agreement (the Agreement) is entered into as of by and between the parties set forth below.

Parties

Recitals

WHEREAS, Party A is engaged in the business of providing communications, consulting, and related business services and possesses expertise relevant to the matters described in this Agreement; and

WHEREAS, Party B desires to retain Party A to perform certain communications services and Party A desires to provide such services in accordance with the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. Scope of Work

Party A shall perform the services and deliverables described below (the Services). Party A shall exercise commercially reasonable efforts to perform the Services in a professional manner consistent with industry standards.

2. Payment Terms

As full compensation for the Services, Party B shall pay Party A the fees set forth below in accordance with this section. Unless otherwise stated, all amounts are payable in United States dollars and are exclusive of taxes which shall be the responsibility of the paying party as required by law.

Invoices are due within days of receipt. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law. Party A may suspend performance for amounts unpaid beyond days after written notice of nonpayment.

3. Term and Termination

This Agreement shall commence on the date first written above and shall continue in effect until completion of the Services or until terminated as provided below.

Commencement Date:    Termination Date/Anticipated End Date:

Either party may terminate this Agreement for convenience upon prior written notice to the other party of days. Either party may terminate for material breach if the breach remains uncured for thirty (30) days following written notice specifying the breach. Termination shall not relieve either party of obligations accrued prior to termination. Sections concerning Confidentiality, Indemnification, Governing Law, and Entire Agreement shall survive termination.

4. Confidentiality

For purposes of this Agreement, "Confidential Information" means all non-public information disclosed by a disclosing party to a receiving party related to business operations, technical information, trade secrets, pricing, customer lists, or other information that is reasonably understood to be confidential. Confidential Information does not include information that (i) is or becomes publicly known through no breach by the receiving party; (ii) is rightfully received from a third party without restriction; (iii) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (iv) is required to be disclosed by law or court order.

The receiving party shall (a) protect Confidential Information using the same degree of care it uses for its own confidential information but not less than reasonable care; (b) use Confidential Information solely for performance under this Agreement; and (c) not disclose Confidential Information to third parties except to employees, consultants or contractors with a need to know and who are bound by confidentiality obligations at least as protective as those herein. The obligations in this Section shall survive termination for a period of years, except that trade secrets shall be protected for as long as they qualify as trade secrets under applicable law.

The parties acknowledge that monetary damages may be inadequate to remedy a breach of confidentiality and that the disclosing party shall be entitled to equitable relief, including injunctive relief, without posting bond, in addition to any other remedies available at law or in equity.

5. Representations, Indemnification & Limitation

Each party represents that it has full power and authority to enter into this Agreement and to perform its obligations. Party A warrants that it will perform the Services in a professional and workmanlike manner consistent with industry standards.

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 from the indemnifying party's gross negligence, willful misconduct or material breach of this Agreement.

Except for liability arising from gross negligence, willful misconduct, breach of confidentiality or indemnification obligations, neither party will be liable for indirect, incidental, consequential, special or punitive damages, and each party's aggregate liability arising out of or related to this Agreement will not exceed the total amounts paid or payable by Party B to Party A under this Agreement during the twelve (12) months preceding the event giving rise to the claim.

6. Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the address specified below or to such other address as a party may designate by written notice. Notices shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or sent by nationally recognized overnight courier service.

7. Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The parties shall attempt in good faith to resolve disputes promptly through negotiation. If unresolved, parties may pursue any available legal or equitable remedies in courts of competent jurisdiction in that state.

8. Entire Agreement; Amendment

This Agreement, including all exhibits and attachments hereto, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings and negotiations. This Agreement may be amended or modified only by a written instrument signed by authorized representatives of both parties.

9. Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to a successor in interest in connection with a merger or sale of substantially all of its assets. Headings are for convenience only and do not affect interpretation.

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