Business Contentive Document

BUSINESS CONTENTIVE DOCUMENT

This Business Contentive Document (the "Agreement") is entered into as of by and between:

WHEREAS

WHEREAS, Client engages Service Provider to perform content development, editorial, consulting, and related services described in this Agreement, and Service Provider represents that it has the skill, experience and ability to perform such services in a professional manner; and

WHEREAS, the parties wish to set forth the terms and conditions under which the services will be provided, including payment, confidentiality, duration, and allocation of intellectual property rights created pursuant to this engagement.

SCOPE OF WORK

Service Provider will provide the following services and deliverables to Client in accordance with the terms of this Agreement. The parties acknowledge that specific deliverables, milestones and acceptance criteria are set forth below.

PAYMENT TERMS

In consideration for the services, Client shall pay Service Provider the fees and reimbursements set forth below. All payments are in U.S. dollars unless otherwise stated.

All invoices are due as specified in the Payment Schedule. Client agrees to pay all undisputed invoices within the stated payment period. Disputes to any portion of an invoice will not excuse payment of undisputed amounts. Overdue amounts shall accrue interest at the rate set forth in the Late Payment Fee section, or the maximum rate permitted by law, whichever is lower.

TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate for material breach by the other party if such breach is not cured within 15 days after receipt of written notice specifying the breach. Termination shall not relieve Client of the obligation to pay for services rendered and expenses incurred prior to the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Each party shall: (a) use Confidential Information only to perform its obligations under this Agreement; (b) protect Confidential Information with the same standard 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 any third party except to representatives who have a need to know and who are bound by confidentiality obligations no less protective than those in this Agreement.

Confidentiality obligations shall survive termination of this Agreement for a period of . Exceptions include information that is or becomes public through no breach, was known to recipient prior to disclosure without obligation of confidentiality, or is required to be disclosed by law or court order (subject to notice to the disclosing party).

INTELLECTUAL PROPERTY; LICENSES

Except as otherwise agreed in writing, all original materials, content, and deliverables created by Service Provider specifically for Client under this Agreement ("Work Product") shall be considered work made for hire and, to the extent not a work made for hire, Service Provider hereby assigns to Client all right, title and interest in such Work Product upon full payment. Service Provider retains the right to use general skills, know-how, and non-confidential methodologies for other clients, provided no Confidential Information or Client Work Product is disclosed or used without Client's consent.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party shall indemnify and hold harmless the other from third-party claims arising out of its gross negligence or willful misconduct. EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS OR A BREACH OF CONFIDENTIALITY, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES OR LOSS OF PROFITS, AND EACH PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT IN THE SIX MONTHS PRECEDING THE CLAIM.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state of , without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for any action arising out of or relating to this Agreement.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any attachments and statements of work incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. No amendment or modification shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

If any provision of this Agreement is held unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to an affiliate or to a purchaser of substantially all of its assets without such consent. Notices shall be in writing and delivered to the addresses set forth above or as otherwise designated in writing by the parties.

CONTACTS FOR PERFORMANCE

Sign Now