Business Communication Package

BUSINESS COMMUNICATION PACKAGE

RECITALS

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

WHEREAS, Client desires to procure a defined set of communication deliverables to support Client's external and internal messaging; and

WHEREAS, Service Provider has the requisite expertise to prepare, develop, and deliver such communication materials and agrees to perform the services in accordance with the terms and conditions set forth herein.

SCOPE OF WORK

Service Provider shall provide the deliverables described below and any ancillary work reasonably necessary to complete the deliverables ("Services"). The specific deliverables, acceptance criteria, and estimated delivery dates are set forth in the Scope of Work.

DELIVERABLES AND DELIVERY FORMATS

Service Provider will deliver one or more of the following items as selected and checked below. Specific quantities and versions to be listed in the Scope of Work.

Press release drafts
Brand messaging guide and key messages
Email templates and sequences
Social media post templates
Media outreach list and pitch materials
One training session for Client staff (as specified)

PAYMENT TERMS

Client shall pay Service Provider the fees described below in consideration of the Services. All amounts are stated in U.S. dollars unless otherwise agreed in writing.

TERM AND TERMINATION

This Agreement commences on and, unless earlier terminated in accordance with this Agreement, continues until .

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective termination date. Termination for material breach is governed by the cure provisions in this paragraph: a non-breaching party shall provide written notice specifying the breach and the breaching party shall have 14 days to cure; failure to cure permits termination for cause.

CONFIDENTIALITY

Each party acknowledges that it may receive Confidential Information from the other party in connection with the Services. "Confidential Information" includes non-public business information, drafts, strategic plans, contact lists, pricing, and technical information. Recipient shall: (a) use Confidential Information solely to perform its obligations or exercise rights under this Agreement; (b) restrict disclosure to those employees, agents, or contractors with a need to know and who are bound by confidentiality obligations no less restrictive than those herein; and (c) take commercially reasonable measures to protect Confidential Information from unauthorized disclosure. Confidential Information does not include information that is or becomes publicly available through no breach of this Agreement, or that Recipient can demonstrate was lawfully in its possession prior to disclosure.

The obligations in this section survive termination of this Agreement for a period of three (3) years, except that trade secrets remain protected for as long as they qualify as trade secrets under applicable law.

Client and Service Provider acknowledge and agree to the Confidentiality terms above.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Service Provider grants Client a perpetual, non-exclusive, worldwide license to use the final deliverables for Client's internal and external business communications. Service Provider retains ownership of any pre-existing materials and general know-how; Client is granted rights to the specific deliverables produced under this Agreement once all fees due and payable for those deliverables have been received by Service Provider. Any third-party licensed materials will be identified in the Scope of Work and are subject to their respective license terms.

REPRESENTATIONS; WARRANTIES; LIMITATIONS

Each party represents that it has the authority to enter this Agreement. Service Provider represents that the Services will be performed in a professional manner in accordance with generally accepted industry standards. EXCEPT FOR THE LIMITED WARRANTY PRECEDING, THE SERVICES ARE PROVIDED "AS IS" AND NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES. LIABILITY FOR DIRECT DAMAGES SHALL BE LIMITED TO THE AMOUNTS ACTUALLY PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE 12 MONTHS PRECEDING THE CLAIM.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties will attempt in good faith to resolve any dispute arising out of this Agreement by negotiation between senior executives. If unresolved within 30 days, disputes shall be resolved by binding arbitration in the selected jurisdiction, unless the parties agree otherwise in writing.

ENTIRE AGREEMENT

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

MISCELLANEOUS PROVISIONS

Notices required by this Agreement shall be in writing and delivered to the addresses below. Failure to enforce any provision does not constitute a waiver. If any provision is held invalid, the remainder of the Agreement will remain in effect.

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