Business Communications Form

BUSINESS COMMUNICATIONS FORM

This Business Communications Form (the Agreement) is entered into as of Effective Date: by and between Company Name: with principal place of business at and Counterparty Name: with principal place of business at .

RECITALS

WHEREAS, Company Name provides business information, marketing materials and communications services and systems that facilitate internal and external communications; and

WHEREAS, Counterparty desires to engage Company to manage certain communications activities, designate authorized spokespersons, and establish protocols for the distribution, approval and confidentiality of communications described in the Scope of Work; and

WHEREAS, the parties wish to set forth the terms and conditions under which communications will be prepared, reviewed, disseminated and retained.

SCOPE OF WORK

PAYMENT TERMS

Contract Amount: . This amount represents the total compensation due to Company for the services described in the Scope of Work unless amended in writing by the parties.

Invoicing shall occur as described above and payments are due within days of receipt of each invoice. Late payments will incur a late fee of on the unpaid balance, or the maximum permitted by applicable law, whichever is less.

TERM AND TERMINATION

Term Commencement Date: . Term Expiration Date: .

Either party may terminate this Agreement for convenience upon providing days' prior written notice to the other party. Either party may terminate immediately upon written notice for material breach that remains uncured after 15 days following receipt of written notice describing the breach.

Upon termination, Company will submit a final invoice for all services performed and reasonable, documented work in progress. The obligations that by their nature should survive termination shall survive, including confidentiality, indemnity and payment obligations.

CONFIDENTIALITY

Each party acknowledges that during performance it may obtain Confidential Information of the other party. "Confidential Information" includes nonpublic business information, communications content, contact lists, pricing, drafts of communications, and other proprietary information designated as confidential or that a reasonable party would understand to be confidential given its nature and the circumstances of disclosure.

The receiving party shall: (a) hold Confidential Information in confidence using at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (b) not disclose Confidential Information to any third party except as required to perform this Agreement or as required by law; and (c) use Confidential Information solely to exercise its rights and perform its obligations under this Agreement.

Confidentiality Period (duration after termination): , except for trade secrets which shall be protected for so long as they remain trade secrets under applicable law.

COMMUNICATION PROTOCOLS AND CONTACTS

Email    Phone call    SMS / Text    Video conference    Internal memo    Press release

DATA HANDLING AND RETENTION

All data collected or processed in connection with performance of this Agreement shall be handled in accordance with reasonable industry practices. The parties agree to retain records of communications and approvals for a period of unless longer retention is required by law.

Where personal data is processed, each party shall process such data only as necessary to perform its obligations and shall implement appropriate technical and organizational measures to protect personal data against unauthorized or unlawful processing and against accidental loss, destruction or damage.

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. The parties submit to the exclusive jurisdiction of the courts located in for resolution of disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, including the Scope of Work, Payment Terms and any written attachments executed by the parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. No amendment or modification shall be effective unless in a writing signed by both parties.

REPRESENTATIONS AND CERTIFICATIONS

Each party represents that it has full corporate power and authority to enter into this Agreement and that the individual signing on its behalf is authorized to bind the party to the terms set forth herein.

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