Business Communications Contract

Business Communications Contract

This Business Communications Contract (the "Agreement") is made effective as of Effective Date: Month Day Year , by and between Client Name: and Service Provider Name: .

RECITALS

WHEREAS, Client is engaged in business activities requiring professional communications services, including but not limited to external messaging, press relations, and content creation; and

WHEREAS, Service Provider has the experience and capacity to deliver such communications services and is willing to provide those services to Client under the terms set forth herein; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to such services in a binding agreement.

SCOPE OF WORK

PAYMENT TERMS

Any undisputed amount not paid within days of invoice due date shall accrue interest at , or the maximum rate permitted by law, whichever is less.

TERM AND TERMINATION

This Agreement shall commence on Month Day Year (the "Commencement Date") and shall continue until Month Day Year , unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach that remains uncured after days' written notice specifying the breach. Termination shall not relieve Client of payment obligations for Services performed and expenses incurred through the effective date of termination.

CONFIDENTIALITY

For the purposes of this Agreement, "Confidential Information" means non-public information disclosed by either party relating to business plans, marketing strategies, customer lists, pricing, trade secrets, operations, or other proprietary information, whether disclosed orally, in writing, or by inspection of tangible objects. Confidential Information does not include information that: (a) is or becomes generally available to the public other than as a result of disclosure by the receiving party; (b) was known to the receiving party prior to disclosure by the disclosing party without obligation of confidentiality; (c) is rightfully received from a third party without breach of any obligation of confidentiality; or (d) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

The receiving party shall (i) hold Confidential Information in strict confidence and exercise at least the same degree of care as it uses to protect its own confidential information, but in no event less than reasonable care; (ii) use Confidential Information solely to perform its obligations under this Agreement; 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. Upon termination or written request, the receiving party shall return or destroy all Confidential Information and certify in writing to such return or destruction.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, all original works of authorship, deliverables and other materials created by Service Provider specifically for Client under this Agreement (collectively, "Work Product") shall be deemed work made for hire and, to the extent State or federal law does not allow such designation, Service Provider hereby assigns to Client all right, title and interest in such Work Product upon full payment. Service Provider retains the right to use general skills, know-how, concepts and techniques acquired in the course of performance, provided no Confidential Information or Client-specific Work Product is disclosed or used without Client's prior written consent.

INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims, liabilities, losses, damages, and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's breach of this Agreement, gross negligence or willful misconduct. The indemnified party shall provide prompt written notice of a claim and permit the indemnifying party to control the defense and settlement of such claim, provided that no settlement admitting liability or imposing obligations on the indemnified party may be entered without the indemnified party's prior written consent.

NOTICES

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 conflict of laws principles. The parties agree to attempt in good faith to resolve any dispute arising under this Agreement through negotiation between senior representatives. If unresolved within thirty (30) days, disputes shall be resolved by binding arbitration in the county of the Client's principal place of business, conducted pursuant to the rules of the chosen arbitration forum, and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction.

LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES ARISING OUT OF THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, AND IN NO EVENT SHALL A PARTY'S AGGREGATE LIABILITY EXCEED THE TOTAL FEES PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

ENTIRE AGREEMENT; AMENDMENT

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether written or oral. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

The parties are independent contractors and nothing in this Agreement shall be construed to create a partnership, joint venture, employment relationship, or agency relationship. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. Headings are for convenience only and do not affect interpretation.

Sign Now