Business Content Template

BUSINESS CONTENT TEMPLATE

This Business Content Template Agreement (the Agreement) is entered into as of Effective Date: by and between Client Name: , Address: (hereinafter "Client"), and Service Provider Name: , Address: (hereinafter "Provider").

RECITALS

WHEREAS, Client desires to procure content development, editorial, creative, and delivery services to support Client's marketing, communications, or product objectives; and

WHEREAS, Provider represents that it has the skill, experience, and resources necessary to perform content services including but not limited to research, writing, editing, multimedia production, and metadata optimization; and

NOW, THEREFORE, in consideration of the mutual promises set forth herein, the parties agree as follows.

SCOPE OF WORK

PAYMENT TERMS

Invoices are payable within days of receipt. Late payments shall incur interest at per month on overdue balances, or the maximum rate permitted by law, whichever is lower. Provider may suspend delivery of work if Client fails to pay amounts due after ten (10) days' written notice.

TERM AND TERMINATION

The term of this Agreement begins on Start Date: and continues until End Date: unless earlier terminated as provided below.

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate immediately for material breach if the breach is not cured within thirty (30) days after written notice. Upon termination, Client shall pay Provider for work performed and approved through the effective date of termination and for non-cancellable obligations incurred.

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, and financial information marked confidential or which a reasonable person would understand to be confidential. Each party agrees to (a) use Confidential Information solely to perform its obligations under this Agreement; (b) 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; and (c) not disclose Confidential Information to third parties except to employees, contractors or advisors who have a need to know and are bound by confidentiality obligations no less restrictive than those herein.

INTELLECTUAL PROPERTY AND LICENSES

Unless otherwise agreed in writing, Provider assigns to Client all right, title and interest in and to final deliverables specifically created for Client under this Agreement, subject to Client's full payment of amounts due. Provider retains ownership of Provider's pre-existing materials, tools, templates and general know-how. Provider grants Client a perpetual, worldwide, non-exclusive license to use Provider pre-existing materials incorporated into deliverables, limited to the extent necessary to use the deliverables for their intended purpose.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party shall indemnify, defend and hold harmless the other party from third-party claims arising out of its breach of representations, willful misconduct or gross negligence. Except for indemnification obligations or any liability arising from willful misconduct, neither party's aggregate liability for any claim arising under this Agreement shall exceed the total fees paid by Client to Provider under this Agreement for the applicable project.

GOVERNING LAW

The parties agree that this Agreement will be governed by and construed in accordance with the laws of the state identified above, without regard to its conflict of law principles. The parties submit to the exclusive jurisdiction of the courts located in the chosen state for disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, together with any exhibits or attachments explicitly incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, proposals and communications, whether written or oral. Any modifications must be made in writing and signed by authorized representatives of both parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered by hand, nationally recognized overnight courier, or certified mail to the addresses provided above, or to such other address as a party may designate in writing.

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