Business Communication AM Letter

Business Communication AM Letter

This Business Communication AM Letter (the "Agreement") is entered into as of by and between Client Name: and Service Provider Name: .

WHEREAS

WHEREAS, Client requires certain morning communications, summaries and outreach materials related to its business operations and wishes to engage Provider to prepare and deliver such communications in accordance with the terms of this Agreement (the "Services");

WHEREAS, Provider represents that it has the expertise, personnel and resources necessary to perform the Services and will perform such Services in a professional manner consistent with industry standards;

NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the parties agree as follows:

Scope of Work

Provider shall prepare, review and transmit Business Communication AM Letters and related materials as described below. Provider shall ensure all communications conform to Client's written guidelines and any applicable laws.

Payment Terms

All payments shall be made in United States dollars unless otherwise agreed in writing. Failure to timely pay any undisputed amount shall entitle Provider to suspend Services after providing five (5) business days' written notice.

Term and Termination

This Agreement commences on and shall continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within fifteen (15) days after receipt of written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for Services performed and expenses incurred prior to the effective date of termination.

Confidentiality

"Confidential Information" means all non-public information disclosed by one party to the other in connection with this Agreement, whether oral, written or electronic, that is designated as confidential or that a reasonable person would understand to be confidential under the circumstances. The receiving party shall (i) use Confidential Information solely to perform its obligations under this Agreement, (ii) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and are bound by confidentiality obligations at least as protective as those herein, and (iii) take reasonable measures to protect Confidential Information from unauthorized use or disclosure. Confidential Information does not include information that is or becomes publicly available through no fault of the receiving party or that is independently developed without use of the disclosing party's Confidential Information.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its choice of law principles.

Entire Agreement; Amendment

This Agreement, including all attachments and statements of work incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous understandings, proposals, negotiations and communications, whether written or oral. No amendment, modification or waiver shall be effective unless in writing and signed by authorized representatives of both parties.

Notices

Additional Provisions

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 either party may assign this Agreement in connection with a merger, sale of substantially all assets or change of control so long as the assignee assumes the assigning party’s obligations hereunder.

Remedies: Except as otherwise expressly provided, the remedies provided in this Agreement are cumulative and in addition to any other remedies available at law or in equity.

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