Business Content Management Template

BUSINESS CONTENT MANAGEMENT TEMPLATE

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

RECITALS

WHEREAS, Client engages Provider to manage, create, publish and maintain content for Client's digital channels and marketing platforms in accordance with the scope and standards set forth herein; and

WHEREAS, Provider represents that it possesses the necessary expertise, personnel and systems to perform content management services, including editorial planning, content creation, content publishing, metadata management and analytics reporting; and

WHEREAS, the parties desire to set forth their rights and obligations regarding deliverables, payment, confidentiality, intellectual property and other material terms.

SCOPE OF WORK

PAYMENT TERMS

Client shall pay Provider the total compensation described below in consideration for all services rendered under this Agreement. Fees are exclusive of applicable sales, use or other transactional taxes.

Late payments shall bear interest at the rate specified below and Provider may suspend services for overdue balances after providing written notice.

TERM AND TERMINATION

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within the notice period specified above. Termination does not relieve the Client of payment obligations for services performed prior to termination.

CONFIDENTIALITY

For the purposes of this Agreement, Confidential Information means non-public information disclosed by either party that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information does not include information that: (a) is or becomes generally available to the public through no fault of the receiving party; (b) was in the receiving party's possession prior to receipt from the disclosing party; or (c) was rightfully obtained by the receiving party from a third party without restriction.

The receiving party shall: (i) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information; (ii) use Confidential Information solely to perform 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 at least as protective as those in this Agreement. Remedies for breach include injunctive relief in addition to monetary damages.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Client shall own all right, title and interest in and to Content created by Provider specifically for Client under this Agreement upon full payment of all undisputed invoices. Provider hereby assigns to Client all right, title and interest in such deliverables and waives any moral rights to the extent permitted by law. If a deliverable is designated by the parties as Work Made For Hire, indicate below.

Provider and Client agree that deliverables are intended to be Work Made For Hire where permissible by law.

Provider retains a non-exclusive portfolio license to display non-confidential deliverables for the sole purpose of marketing Provider's services, unless Client affirmatively denies such use in writing.

REPRESENTATIONS, WARRANTIES AND INDEMNIFICATION

Each party represents that it has full power and authority to enter into this Agreement and to perform its obligations. Provider warrants that deliverables will not knowingly infringe third-party intellectual property rights and will be provided in a professional and workmanlike manner. Provider agrees to indemnify, defend and hold Client harmless from third-party claims arising from Provider's breach of the foregoing warranty, except to the extent such claims arise from Client materials or Client instructions.

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. Any dispute arising out of or relating to this Agreement shall be resolved in the state or federal courts located in that State.

ENTIRE AGREEMENT

This Agreement, including all schedules, attachments and statements of work referenced herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior or contemporaneous oral or written agreements, representations or understandings. Any amendment or modification must be in writing and signed by both parties.

NOTICES

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