Business Content Generation MSA

BUSINESS CONTENT GENERATION MASTER SERVICES AGREEMENT

This Business Content Generation Master Services Agreement (the Agreement) is entered into as of Effective Date: by and between Service Provider: whose principal place of business is and Client: whose principal place of business is .

RECITALS

WHEREAS, Service Provider has expertise in creating business, marketing and editorial content including, without limitation, articles, blog posts, white papers, social media posts, scripts, and other written or multimedia materials (Content); and

WHEREAS, Client desires to engage Service Provider to provide Content and related services as set forth in one or more Statements of Work issued under this Agreement, and Service Provider is willing to provide such services on the terms and conditions set forth herein; and

WHEREAS, the parties intend for this Agreement to govern the general terms and conditions under which specific services and deliverables will be procured by Client from Service Provider.

NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties agree as follows:

1. DEFINITIONS

1.1 "Agreement" means this Master Services Agreement together with all Statements of Work. "Statement of Work" or "SOW" means a written document executed by both parties that describes specific Services, Deliverables, schedules and Fees. "Deliverables" means the tangible or intangible outputs of Services delivered to Client under an SOW. "Confidential Information" has the meaning set forth in Section 7.

2. SCOPE OF SERVICES; STATEMENTS OF WORK

2.1 Engagement. Client shall engage Service Provider to perform content generation services described in a Statement of Work. Each SOW shall identify the Services, Deliverables, acceptance criteria, schedule, personnel, Fees and payment terms.

2.2 Master Scope. Core services may include research, writing, editing, copywriting, content strategy, SEO optimization, graphic or multimedia support and project management. Specific scope for a given engagement must be set forth in the applicable SOW.

Statement of Work Summary (attach additional SOWs as needed)

3. DELIVERABLES AND ACCEPTANCE

3.1 Delivery. Service Provider will deliver Deliverables in accordance with the schedule set forth in the SOW. Deliverables shall be delivered electronically unless otherwise specified.

3.2 Acceptance. Client will have Acceptance Period: days from delivery to accept or provide commercially reasonable rejection comments. Failure to timely reject will constitute acceptance.

4. FEES, EXPENSES AND PAYMENT

4.1 Fees. Client shall pay the Fees set forth in each SOW. Unless otherwise stated, Fees are exclusive of taxes and reasonable, pre-approved out-of-pocket expenses.

4.2 Invoicing and Payment. Service Provider will submit invoices in accordance with the SOW. Payment is due within days of invoice. Late payments shall accrue interest at % per month or the maximum allowed by law, whichever is lower.

Primary Billing Contact

5. INTELLECTUAL PROPERTY

5.1 Ownership of Pre-Existing Materials. Each party retains all right, title and interest in its pre-existing materials, tools, templates, know-how and background technology (Pre-Existing Materials). Service Provider hereby grants Client a non-exclusive, royalty-free, worldwide license to any Pre-Existing Materials incorporated into Deliverables solely to the extent necessary to use the Deliverables as intended under the applicable SOW.

5.2 Work Product; Assignment. Upon full payment of Fees due for a Deliverable, Service Provider assigns to Client all right, title and interest in and to the Work Product constituting original written content and deliverables created specifically for Client under this Agreement. To the extent any moral rights or other non-assignable rights exist, Service Provider hereby unconditionally and irrevocably waives and agrees not to assert such rights to the fullest extent permitted by applicable law.

5.3 Provider Portfolio; Aggregate Data. Notwithstanding the foregoing, Service Provider may retain copies of Deliverables for archival and portfolio purposes and may use anonymized, aggregated metrics and non-confidential excerpts for marketing, provided no Confidential Information is disclosed.

6. CONFIDENTIALITY

6.1 Definition. "Confidential Information" means non-public information disclosed by one party (Discloser) to the other (Recipient) that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including business plans, product roadmaps, unpublished content, pricing, customer lists and trade secrets.

6.2 Obligations. Recipient shall (a) use Confidential Information solely to perform its obligations under this Agreement, (b) limit disclosure to those employees, contractors or agents with a need to know who are bound by obligations of confidentiality no less protective than this Agreement, and (c) 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.

6.3 Exceptions. Confidential Information does not include information that (i) is or becomes generally available to the public other than through breach of this Agreement, (ii) was known by Recipient without restriction prior to disclosure, (iii) is received from a third party without restriction and without breach of an obligation to Discloser, or (iv) is independently developed by Recipient without use of Discloser's Confidential Information.

6.4 Remedies. The parties agree that monetary damages may be inadequate for breach of confidentiality and that Discloser shall be entitled to equitable relief in addition to any other remedies available at law or equity.

7. REPRESENTATIONS AND WARRANTIES; DISCLAIMERS

7.1 Mutual Representations. Each party represents that it has the full right, power and authority to enter into this Agreement and perform its obligations hereunder.

7.2 Provider Warranty. Service Provider warrants that (a) it will perform Services in a professional and workmanlike manner consistent with industry standards, and (b) to the best of its knowledge the Deliverables will not infringe any third party's United States copyright at the time of delivery. Client's sole and exclusive remedy for breach of the warranty in this Section 7.2 shall be, at Service Provider's option, re-performance of the non-conforming Services or a refund of Fees paid for the non-conforming Deliverable.

7.3 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" AND SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

8. INDEMNIFICATION

8.1 Provider Indemnity. Service Provider shall indemnify, defend and hold harmless Client and its officers, directors and employees from and against any loss, damage, liability or expense (including reasonable attorneys' fees) arising from a third party claim that the Deliverables, as delivered by Service Provider and used in accordance with this Agreement, infringe a third party's U.S. copyright, provided Client gives prompt written notice, cooperates in the defense and allows Service Provider to control the defense and any settlement.

8.2 Client Indemnity. Client shall indemnify, defend and hold harmless Service Provider and its officers, directors and employees from and against any loss, damage, liability or expense arising from Client's use of Deliverables in a manner not authorized by this Agreement, Client-provided materials, or Client's violation of applicable law.

9. LIMITATION OF LIABILITY

9.1 Exclusion of Consequential Damages. EXCEPT FOR A PARTY'S INDEMNITY OBLIGATIONS OR A BREACH OF CONFIDENTIALITY, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF BUSINESS OR LOSS OF DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.2 Liability Cap. EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE, WILLFUL MISCONDUCT, INDEMNIFICATION OR BREACH OF CONFIDENTIALITY, A PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

10. TERM AND TERMINATION

10.1 Term. This Agreement shall commence on the Effective Date and continue for an initial term of months and thereafter shall automatically renew for successive month periods unless either party provides written notice of non-renewal at least days prior to the then-current term expiration.

10.2 Termination for Convenience. Either party may terminate for convenience upon days' prior written notice to the other. In the event of termination, Client will pay Service Provider for all Services performed and expenses incurred through the effective date of termination.

10.3 Termination for Cause. Either party may terminate for material breach if the breaching party fails to cure the breach within days after written notice specifying the breach.

11. INDEPENDENT CONTRACTOR

Service Provider is an independent contractor and nothing in this Agreement creates an employer-employee, partnership, joint venture or agency relationship. Service Provider shall be solely responsible for all taxes and withholdings applicable to its personnel.

12. INSURANCE

Service Provider shall maintain commercially reasonable insurance appropriate to the Services provided, including general liability and professional liability/errors & omissions coverage, and shall provide certificates of insurance upon Client's request.

13. DATA PROTECTION

If Service Provider processes personal data on behalf of Client, the parties shall comply with applicable data protection laws. Service Provider shall implement reasonable technical and organizational measures to protect personal data against unauthorized or unlawful processing and accidental loss, destruction or damage.

Does the engagement involve processing personal data?

Yes No

14. COMPLIANCE WITH LAWS

Each party shall comply with all applicable laws, rules and regulations in performing its obligations under this Agreement, including laws governing advertising, intellectual property, export controls and data privacy.

15. NOTICES

All notices shall be in writing and delivered to the addresses set forth below or to such other address as a party designates by notice. Notices shall be effective upon receipt.

Notice Address for Service Provider

Notice Address for Client

16. AMENDMENT; WAIVER; COUNTERPARTS

16.1 Amendment. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

16.2 Waiver. No waiver of any breach shall be effective unless in writing. A waiver of any breach shall not constitute a waiver of any other or subsequent breach.

16.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Electronic signatures shall be binding.

17. GOVERNING LAW; VENUE

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 submit to the exclusive jurisdiction of the state and federal courts located in that state for disputes arising out of this Agreement.

18. ENTIRE AGREEMENT; SEVERABILITY

18.1 Entire Agreement. This Agreement, together with all executed SOWs, constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral, relating to such subject matter.

18.2 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and the invalid provision shall be reformed to the extent necessary to carry out the parties' intent.

19. MISCELLANEOUS

19.1 Assignment. Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to an affiliate or in connection with a merger, acquisition or sale of all or substantially all of its assets.

19.2 Relationship of Parties. The parties acknowledge that the negotiation of specific commercial terms, including Fees and schedules, will be governed by the applicable SOWs.

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