Business Communication Handout

BUSINESS COMMUNICATION HANDOUT

This Business Communication Handout and Services Agreement (the Agreement) is entered into as of the Effective Date below by and between the parties identified herein. Client Name: Service Provider Name: Effective Date:

RECITALS

WHEREAS, Client engages Provider to prepare, advise, and produce business communication materials, templates, and related advisory services as described in this Agreement; and

WHEREAS, Provider has represented that it possesses the requisite experience, personnel, and resources to deliver professional communication deliverables consistent with industry standards; and

WHEREAS, the parties desire to set forth the terms under which Provider will deliver the services and Client will compensate Provider.

SCOPE OF WORK

Provider shall perform the communication services and deliverables described below. Deliverables include but are not limited to strategy briefs, messaging frameworks, sample templates, channel recommendations, and stakeholder briefing notes. Specific objectives, audience segments, and acceptance criteria are set forth in the Scope of Work field.

PAYMENT TERMS

Client shall pay Provider for services rendered as follows. All fees are exclusive of applicable taxes unless stated otherwise. Payments not received when due shall incur interest and collection costs as set forth below.

Provider may suspend delivery of services if Client fails to pay undisputed amounts within fifteen (15) days of written notice. Provider's right to suspend shall not relieve Client of the obligation to pay fees that accrued prior to suspension.

TERM AND TERMINATION

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

Start Date:    End Date:

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within the notice period specified above after receipt of written notice. Termination for convenience requires the notice period and payment of all fees earned through the effective date of termination.

CONFIDENTIALITY

Each party acknowledges that, in the course of performing under this Agreement, it may receive Confidential Information of the other party. "Confidential Information" means nonpublic information disclosed in any form that is designated confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure.

The receiving party shall: (a) maintain the confidentiality of such Confidential Information using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (b) use Confidential Information only for performance of this Agreement; and (c) not disclose such Confidential Information to any third party except to its employees, advisors, or contractors on a need-to-know basis who are bound by confidentiality obligations no less protective than those in this Agreement.

Confidential obligations shall not apply to information that is or becomes publicly available other than by breach of this Agreement, was rightfully known to the receiving party prior to disclosure, is independently developed by the receiving party, or is required to be disclosed by law or valid order of a court or regulatory authority, provided the receiving party provides prompt notice of such requirement when practicable.

INTELLECTUAL PROPERTY & USAGE

Unless otherwise agreed in writing, Provider retains ownership of its preexisting methodologies, templates, and tools. Client is granted a nonexclusive, nontransferable license to use deliverables for internal business purposes only upon full payment of amounts due. Any third-party materials incorporated into deliverables shall be subject to the applicable third-party license terms.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflicts of law principles. The parties consent to the exclusive jurisdiction of the state and federal courts located in the selected state for any disputes arising out of this Agreement.

LIMITATION OF LIABILITY

Except for liability arising from willful misconduct or gross negligence, in no event shall either party be liable to the other for consequential, incidental, special, or punitive damages. Provider's aggregate liability for claims relating to this Agreement shall not exceed the total fees actually paid by Client to Provider under this Agreement during the twelve (12) month period preceding the claim.

ENTIRE AGREEMENT

This Agreement, including any attachments or referenced statements of work, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, or representations, whether written or oral. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Notices under this Agreement shall be delivered in writing to the addresses below. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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