Business Communications Agreement

BUSINESS COMMUNICATIONS AGREEMENT

This Business Communications Agreement (the "Agreement") is entered into as of Effective Date: by and between Service Provider Name: and Client Name: .

RECITALS

WHEREAS, Service Provider is engaged in the business of developing, producing and coordinating communications, public relations, and marketing deliverables and possesses technical expertise and personnel necessary to provide such services; and

WHEREAS, Client desires to retain Service Provider to perform communications services described in this Agreement, and Service Provider is willing to perform such services on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties agree as follows.

SCOPE OF WORK

Deliverables, milestones and acceptance criteria shall be as set forth in the Description of Services above and any attachments executed by the parties. Service Provider shall perform the services in a professional manner consistent with industry practices and shall use qualified personnel to produce the Deliverables.

PAYMENT TERMS

Invoices are due and payable within days from date of invoice. Late payments shall accrue interest at the rate of percent per month (or the maximum lawful rate if less). Client shall also be responsible for reasonable collection costs and attorneys' fees incurred by Service Provider in collecting overdue amounts.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon providing written notice at least days prior to the intended termination date. Either party may terminate for material breach if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach.

Upon termination, Client shall pay Service Provider for all services performed and expenses incurred through the effective date of termination. Sections that by their nature survive termination shall remain in effect.

CONFIDENTIALITY

"Confidential Information" means any non-public information disclosed by one party to the other, whether oral, written or electronic, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information excludes information that: (a) is or becomes generally known to the public through no fault of the receiving party; (b) is rightfully received from a third party without restriction; (c) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (d) is required to be disclosed by law or court order subject to prior notice to the disclosing party to seek protective relief.

The receiving party shall: (i) use Confidential Information solely to perform its obligations under this Agreement; (ii) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; and (iii) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those herein. The obligations of confidentiality shall continue for a period of years following termination or expiration of this Agreement.

INTELLECTUAL PROPERTY AND LICENSES

Unless otherwise agreed in writing, Service Provider retains ownership of pre-existing intellectual property and methodologies. Upon full payment of fees due for a specific Deliverable, Service Provider grants Client a perpetual, non-exclusive, worldwide license to use the Deliverable for Client’s internal and commercial business purposes as described in the Scope of Work. Any third-party materials used in the Deliverables shall be subject to the applicable third-party licenses and Client shall be responsible for procuring any required licenses for such third-party materials.

INDEMNIFICATION; LIMITATION OF LIABILITY

Each party shall indemnify, defend and hold harmless the other party from third-party claims arising out of the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER DURING THE SIX (6) MONTHS PRECEDING THE CLAIM. EXCEPT FOR LIABILITY FOR A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR INDIRECT DAMAGES.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or such other address as a party may designate by written notice. Notices are effective upon receipt.

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 laws principles. The parties agree that any dispute arising out of or relating to this Agreement shall first be referred to senior representatives of each party for good faith negotiation. If unresolved within sixty (60) days, the parties may pursue available remedies in the courts located in the selected governing jurisdiction.

ENTIRE AGREEMENT

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

MISCELLANEOUS

If any provision of this Agreement is held to be 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 Service Provider may assign this Agreement in connection with a merger or sale of substantially all of its assets. The parties are independent contractors and nothing in this Agreement shall be construed to create a partnership, joint venture, or agency relationship.

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