Business Content Solutions

Business Content Solutions Agreement

This Business Content Solutions Agreement (the Agreement) is entered into effective as of by and between:

Recitals

WHEREAS, Client requires professional content creation, editorial services, and content strategy support for its business operations; and

WHEREAS, Service Provider represents that it has the expertise, personnel, and resources necessary to provide such Business Content Solutions on the terms set forth herein; and

NOW, THEREFORE, in consideration of the mutual covenants and promises contained in this Agreement, the parties agree as follows.

1. Scope of Work

Service Provider shall perform the content services described below (Services). Deliverables shall conform to the specifications and acceptance criteria stated herein.

Service Provider will provide no additional services beyond those expressly set forth in the Scope of Work without a written amendment signed by both parties.

2. Payment Terms

Client shall pay Service Provider the fees described below in consideration for the Services rendered.

All fees are payable in U.S. dollars unless otherwise agreed in writing. Invoices not contested in writing within ten (10) days of receipt are deemed accepted. Client shall pay any reasonable collection costs, including attorneys' fees, incurred by Service Provider in enforcing payment.

3. Term and Termination

This Agreement shall commence on and, unless earlier terminated as provided herein, shall continue until .

Either party may terminate this Agreement for convenience upon providing the notice period specified above. Either party may terminate this Agreement for cause if the other party materially breaches any provision and fails to cure such breach within thirty (30) days after receipt of written notice describing the breach in reasonable detail.

Upon termination, Client shall pay Service Provider for Services performed and accepted up to the effective date of termination. Service Provider shall deliver all completed and in-progress Deliverables and reasonably cooperate to effect an orderly wind-down.

4. Confidentiality

"Confidential Information" means non-public business, technical and financial information disclosed by a party to the other, whether in writing, orally, or by inspection, and which is designated as confidential or that reasonably should be understood to be confidential.

The receiving party shall: (a) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (b) not use Confidential Information except to exercise rights or perform obligations under this Agreement; and (c) not disclose Confidential Information to third parties except to its employees, agents or contractors who have a need to know and who are bound by confidentiality obligations no less protective than those herein. The obligations in this Section shall survive termination for a period of three (3) years, except that trade secrets shall be protected for so long as they remain trade secrets under applicable law.

5. Ownership and License

Unless otherwise agreed in writing, upon full payment of fees due, Service Provider assigns to Client all right, title and interest in and to final Deliverables created specifically for Client under this Agreement. Service Provider retains ownership of its pre-existing materials, tools, templates and methodologies and grants Client a non-exclusive, perpetual license to any pre-existing materials incorporated in Deliverables to the extent necessary to use the Deliverables for Client's internal business purposes.

6. Warranties; Limitation of Liability

Service Provider warrants that Services will be provided in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED, ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE DISCLAIMED. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING FROM OR RELATING TO THIS AGREEMENT EXCEED THE TOTAL FEES PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES.

7. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of without regard to conflict of law principles.

8. Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party designates by written notice. Notices shall be deemed given upon personal delivery, three (3) days after deposit in certified mail, or one (1) business day after deposit with a nationally recognized overnight carrier.

9. Entire Agreement

This Agreement (including all attachments and statements of work executed under it) constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral. Any amendment must be in writing and signed by both parties.

10. Miscellaneous

Neither party may assign this Agreement without the other party's prior written consent, except that either party may assign to an affiliate or as part of a merger or sale of substantially all assets. If any provision of this Agreement is found unenforceable, the remaining provisions shall remain in full force and effect. Headings are for convenience only and do not affect interpretation.

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