Business Correspondence Don Campbell Letter

Business Correspondence — Don Campbell Letter

Date:

From:    Title:

Company:

To:

Recipient Company:

Recitals

WHEREAS, Don Campbell, acting on behalf of , has proposed to provide business correspondence and related advisory services to the recipient identified above;

WHEREAS, the recipient desires to engage Don Campbell to perform such services upon the terms and conditions set forth in this letter and agreement, and Don Campbell is willing to provide such services in accordance with those terms;

WHEREAS, the parties intend this correspondence to constitute a binding business agreement setting forth the scope, compensation, confidentiality, and other material terms of their engagement effective as of the effective date below.

Effective Date

Effective Date:

Scope of Work

The scope of work describes the correspondence services, deliverables, and obligations the parties agree the service provider will perform. The provider shall prepare, review, and deliver written correspondence, drafts, and related advisory notes as requested by the recipient and accepted in writing by the provider.

Payment Terms

The recipient shall pay the provider the fees described below in exchange for the services performed under this agreement. All fees are exclusive of applicable taxes unless otherwise stated.

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 providing written notice to the other party no fewer than days prior to the effective date of termination. In addition, either party may terminate immediately for material breach if the breach is not cured within 15 days after written notice of such breach.

Confidentiality

Each party acknowledges that, in the course of performance, it may receive or have access to Confidential Information of the other party. "Confidential Information" means non-public information that is designated as 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 is or becomes publicly available through no fault of the receiving party, is developed independently without use of the disclosing party's Confidential Information, or is rightfully received from a third party without restriction.

The receiving party shall: (a) use Confidential Information only to perform its obligations under this agreement; (b) restrict disclosure of Confidential Information to its employees, contractors, and agents who have a need to know and are bound by confidentiality obligations no less protective than those set forth herein; and (c) take reasonable measures to protect Confidential Information from unauthorized use or disclosure.

Mutual confidentiality applies

Representations and Warranties

Each party represents and warrants that it has the full corporate power and authority to enter into and perform this agreement and that its execution of this agreement will not violate any agreement or legal obligation by which it is bound.

Limitation of Liability

Except for liability arising from willful misconduct or gross negligence, in no event shall either party be liable to the other for consequential, incidental, special, or punitive damages. The aggregate liability of either party arising out of this agreement shall not exceed the total fees paid under this agreement during the six (6) month period 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 law principles.

Entire Agreement

This letter, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. Any modification to this agreement must be in writing and signed by authorized representatives of both parties.

Notices

Any notice required or permitted under this agreement shall be in writing and delivered to the addresses set forth below or to such other address as a party may designate in writing. Notices shall be deemed given upon personal delivery, one business day after delivery to an overnight courier service, or three business days after deposit in the U.S. mail, postage prepaid, certified or registered mail.

Sign Now