Business Copy Agreement

BUSINESS COPY AGREEMENT

Effective Date:

RECITALS

WHEREAS, the Client desires to obtain professional copywriting and related editorial services to support Client's marketing, advertising, and business communications; and

WHEREAS, the Service Provider has represented that it possesses the experience, ability and personnel necessary to perform such services; and

NOW, THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows.

SCOPE OF WORK

The Service Provider will provide copywriting services to the Client as described below. Services shall include drafting, revising and delivering the copy set forth in the Deliverables schedule. Additional services not contemplated herein will require a written change order signed by both parties.

PAYMENT TERMS

Client shall pay Service Provider the fees set forth below for all services and deliverables rendered under this Agreement. All fees are exclusive of applicable sales, use, value-added or similar taxes, which will be paid by Client where applicable.

Payments are due thirty (30) days from the date of invoice unless otherwise specified in the Payment Schedule. Any undisputed late payment shall bear interest at the rate specified in the Late Payment Fee and Client shall be responsible for reasonable collection costs, including attorneys' fees.

TERM AND TERMINATION

This Agreement commences on the Start Date and will continue until the End Date or until terminated as provided herein.

Start Date:     End Date:

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within fifteen (15) days after receipt of written notice. Termination does not relieve Client of the obligation to pay for services performed and deliverables accepted prior to termination.

CONFIDENTIALITY

Each party acknowledges that during the term of this Agreement it may receive confidential information of the other party. "Confidential Information" means non-public information disclosed in any form that is designated confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. The receiving party shall: (a) hold Confidential Information in confidence using at least the same standard of care it uses to protect its own confidential information; (b) not disclose Confidential Information to any third party except as permitted herein; and (c) use Confidential Information only to perform its obligations under this Agreement.

Confidential Information does not include information that: (i) is or becomes generally known to the public through no fault of the receiving party; (ii) was in the receiving party's lawful possession prior to receipt; (iii) is lawfully disclosed to the receiving party by a third party without restriction; or (iv) is independently developed by the receiving party without use of the disclosing party's Confidential Information. If a receiving party is compelled by law to disclose Confidential Information, it shall provide the disclosing party with prompt notice and reasonably cooperate to limit disclosure.

INTELLECTUAL PROPERTY

Except as expressly provided below, Service Provider retains all right, title and interest in and to pre-existing materials and underlying methodologies, concepts, tools, know-how and templates whether created before or after the Effective Date. For purposes of this Agreement, "Deliverables" are the final written copy delivered to Client that have been accepted and paid in full.

Assignment upon Payment: Upon receipt of final payment in full, Service Provider shall assign and transfer to Client all right, title and interest in the Deliverables, including copyrights, to the extent assignable under applicable law. Service Provider shall execute any documents reasonably necessary to effect such assignment. This assignment excludes any Service Provider pre-existing proprietary materials embedded in the Deliverables, which shall remain the sole property of the Service Provider and are subject to a non-exclusive, perpetual license to Client to use solely as incorporated in the Deliverables.

Assignment of full rights upon payment    Perpetual, non-exclusive license to Client

WARRANTIES, INDEMNIFICATION AND LIMITATION OF LIABILITY

Service Provider represents and warrants that the Deliverables will be original to Service Provider and will not knowingly infringe any intellectual property right or other legal right of any third party. Client shall indemnify and hold Service Provider harmless from and against any claims arising from Client-provided materials, instructions or misuse of the Deliverables.

EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, THE DELIVERABLES ARE PROVIDED "AS IS" AND SERVICE PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL FEES PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT.

NOTICES

Notices shall be in writing and delivered by hand, certified mail (return receipt requested) or nationally recognized overnight courier to the addresses set forth above or to such other address as either party may designate by notice to the other.

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 dispute arising from this Agreement.

ENTIRE AGREEMENT

This Agreement, including any schedules and exhibits attached hereto and any written change orders signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether oral or written. Any amendment to this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect. The parties are independent contractors and nothing in this Agreement creates an agency, partnership or employment relationship.

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