Business Comunicaciones Document

Business Comunicaciones Document

Parties and Contact Information

Client Entity Type: Corporation Limited Liability Company Individual

Provider Entity Type: Corporation Limited Liability Company Individual

Recitals

WHEREAS, Client desires to engage Service Provider to perform communications, media relations, and related advisory services as described in this Agreement; and

WHEREAS, Service Provider represents that it has the expertise, personnel and resources necessary to provide such services in a professional manner and in accordance with accepted industry standards; and

WHEREAS, the parties desire to set forth the terms and conditions under which Service Provider will provide services to Client, effective as of .

Scope of Work

Service Provider shall perform the services described below. Deliverables, milestones, and acceptance criteria shall be as set forth in this section unless otherwise agreed in writing by the parties.

Payment Terms

Compensation for services rendered under this Agreement shall be as follows.

Invoices will be issued by Service Provider in accordance with the Payment Schedule. Payments are due within days of invoice receipt. Unpaid amounts shall accrue a late fee of % per month (or the maximum permitted by law, if less), calculated from the date payment was due until paid in full. Client shall also reimburse Service Provider for reasonable collection costs, including attorneys' fees, if applicable.

Term and Termination

This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon providing the other party with written notice at least days prior to the effective termination date. Either party may terminate immediately for material breach by the other party that is not cured within thirty (30) days following receipt of written notice describing the breach. Termination shall not relieve Client of the obligation to pay for services performed through the effective date of termination or for non-cancellable commitments made by Service Provider in performance of this Agreement.

Confidentiality

Each party acknowledges that in the course of performance it may receive Confidential Information of the other party. "Confidential Information" means non-public business, technical or financial information disclosed in any form that is identified as confidential or which a reasonable person would understand to be confidential. Each party agrees (a) to use Confidential Information only to perform under this Agreement, (b) to restrict disclosure to those employees, contractors or agents who have a need to know and who are bound by obligations of confidentiality at least as protective as those herein, and (c) to 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 a reasonable standard of care. Confidential Information does not include information that is independently developed, publicly available through no wrongful act of the receiving party, or rightfully obtained from a third party without breach of any obligation of confidentiality.

Representations; Warranties

Each party represents that it has full power and authority to enter into and perform this Agreement and that its performance will not violate any agreement with a third party. Service Provider warrants that it will perform services in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Indemnification and Limitation of Liability

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising out of its gross negligence, willful misconduct, or material breach of this Agreement. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY, EXCEPT FOR LIABILITY RESULTING FROM A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

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 law principles. The parties agree to attempt to resolve disputes by good-faith negotiation prior to initiating litigation. If litigation is necessary, the parties consent to exclusive jurisdiction and venue in the state and federal courts located in the chosen state.

Entire Agreement; Amendments

This Agreement, including any exhibits or attachments incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and communications, whether written or oral. This Agreement may only be amended by a written instrument signed by duly authorized representatives of both parties.

Notices

Notices under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party may specify in writing. Notices shall be deemed given when delivered in person, by reputable overnight courier, or three (3) business days after deposit in the United States mail, postage prepaid.

Miscellaneous

If any provision of this Agreement is found invalid or unenforceable, the remaining provisions shall continue in full force and effect. The parties are independent contractors, and nothing in this Agreement shall be construed to create a partnership, joint venture, or employment relationship. Neither party may assign this Agreement without the prior written consent of the other party, except that Service Provider may assign to an affiliate or in connection with a sale of substantially all of its assets.

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