Business Communication Dual Usage Letters

BUSINESS COMMUNICATION DUAL USAGE LETTERS AGREEMENT

Parties

This Agreement is entered into as of (Effective Date) by and between Client Name: , with principal address:

and Service Provider: , with principal address:

Contact for Client: • Email: • Phone:

Contact for Service Provider: • Email: • Phone:

WHEREAS

WHEREAS, Client desires to engage Service Provider to prepare, adapt and deliver written communication in letter form intended for dual usage as both internal corporate communications and externally distributed correspondence (the "Dual Usage Letters"); and

WHEREAS, Service Provider represents that it has the professional skill and capability to prepare such Dual Usage Letters in accordance with the terms and specifications set forth in this Agreement; and

WHEREAS, the parties desire to define their respective rights and obligations with respect to the creation, approval, distribution, and permitted reuse of the Dual Usage Letters.

Scope of Work

Service Provider shall prepare, edit and deliver Dual Usage Letters in accordance with the specifications described below. The parties agree that each delivered letter shall state whether it is approved for internal use, external distribution, or both, and identify any required approvals or disclaimers.

Usage, Ownership and Approvals

(a) Ownership: Except as expressly provided below, Service Provider assigns to Client all copyright and proprietary rights in the final approved Dual Usage Letters prepared under this Agreement, subject to Client's full payment of fees due under Payment Terms. Service Provider retains no rights to reuse the exact final text for other clients without Client's prior written consent.

(b) Template and Methodology: Service Provider may retain underlying templates, formats, and methodologies used to create the Letters, provided that those retained materials do not include Client's confidential information or the final approved Letter text.

(c) Approval Process: All Letters intended for external distribution require Client's written approval prior to external release. Client may specify approval delegates and timelines in the Scope of Work.

Payment Terms

Client shall pay Service Provider the fees set forth below in consideration for the services rendered under this Agreement. Fees do not include taxes unless required by law.

If Client fails to pay any undisputed amount when due, Service Provider may assess a late fee of % per month on the unpaid balance, or the maximum lawful rate if lower. Parties agree that the assessment of a late fee is without prejudice to Service Provider's right to suspend delivery of further Letters until payment is received.

Term and Termination

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

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for cause upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Upon termination, Client shall pay Service Provider for all work performed to the effective date of termination and for any non-cancellable commitments; Service Provider shall deliver all completed and in-progress Letters to Client, subject to payment of outstanding fees.

Confidentiality

Each party (the "Receiving Party") shall hold in strict confidence and shall not disclose, publish or use except in performance of its obligations under this Agreement any Confidential Information of the other party (the "Disclosing Party"). "Confidential Information" includes drafts, internal comments, strategy documents, non-public client lists, and any Letter content designated as confidential by either party, but excludes information that: (a) is or becomes generally available to the public through no wrongful act of the Receiving Party; (b) was known to the Receiving Party prior to disclosure as evidenced by written records; (c) is rightfully received from a third party without similar restriction; or (d) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

The Receiving Party may disclose Confidential Information to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein. The Receiving Party shall be responsible for any breach of this Agreement by persons to whom it has disclosed Confidential Information.

Upon termination or upon written request, the Receiving Party shall return or destroy all Confidential Information of the Disclosing Party, except that one archival copy may be retained solely to ensure compliance with legal obligations, subject to the confidentiality obligations herein.

Warranties; Indemnity; Limitation of Liability

Service Provider warrants that it will perform services in a professional and workmanlike manner consistent with industry standards. EXCEPT FOR THE FOREGOING WARRANTY, SERVICE PROVIDER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Each party shall indemnify and hold harmless the other party from third-party claims arising from the indemnifying party's breach of this Agreement or gross negligence. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL FEES PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

Governing Law

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.

Entire Agreement; Amendments

This Agreement, including all exhibits and schedules incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications. No amendment or modification of this Agreement shall be effective unless 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 that Client may assign to an affiliate or in connection with a merger or sale of substantially all of its assets. Notices under this Agreement shall be in writing and delivered to the contact information provided above.

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