Business CTA Agreement

Business CTA Agreement

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

Parties

Recitals

WHEREAS, Client desires to engage Contractor to develop, produce, and implement business call-to-action materials and campaigns designed to increase lead generation, conversion, or customer engagement in accordance with the terms of this Agreement; and

WHEREAS, Contractor represents that it has the expertise, personnel, and resources to perform such services and agrees to provide those services to Client under the terms and conditions set forth herein; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

Scope of Work

Contractor shall perform the following services and deliverables (collectively, the "Work"):

Payment Terms

Client shall pay Contractor for the Work as follows:

Any undisputed amount not paid within of invoice shall accrue interest at or the maximum rate permitted by law, whichever is less.

Each party is responsible for its own taxes arising from this Agreement. Client shall withhold and remit any taxes required by applicable law only to the extent required of Client, and shall notify Contractor of such withholding at the time of payment.

Term and Termination

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

Either party may terminate this Agreement for convenience upon days' prior written notice to the other. Either party may terminate immediately for material breach if the breaching party fails to cure within thirty (30) days after receipt of written notice specifying the breach.

Upon termination, Client shall pay Contractor for all Work properly performed and accepted through the effective date of termination and for any non-cancellable obligations incurred by Contractor in performance of the Work.

Confidentiality

"Confidential Information" means all nonpublic information disclosed by a party 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. Each receiving party shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) protect Confidential Information with the same degree of care it uses to protect its own confidential information but no less than reasonable care; and (c) not disclose Confidential Information to any third party except to employees, contractors, or agents who need to know and who are bound by confidentiality obligations no less protective than those in this Agreement. Confidentiality obligations do not apply to information that is or becomes publicly available through no breach by the receiving party, independently developed without use of the disclosing party's Confidential Information, or rightfully received from a third party without restriction.

Intellectual Property and Deliverables

Unless otherwise agreed in writing, Contractor grants to Client a perpetual, worldwide, non-exclusive license to use, reproduce, and display Deliverables created under this Agreement for Client's business purposes. Contractor represents that Deliverables will not infringe the intellectual property rights of any third party. Contractor shall, at its expense, indemnify and defend Client against third-party claims of infringement arising from Contractor's Work, provided Client gives prompt notice and cooperates in the defense.

Indemnification; Limitation of Liability; Independent Contractor

Each party shall indemnify, defend, and hold harmless the other from third-party claims arising from the indemnifying party's negligence or willful misconduct. EXCEPT FOR INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO CONTRACTOR UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. Contractor is an independent contractor. Nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship between the parties.

Notices

All notices 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 by notice. Notices shall be deemed given upon personal delivery, one business day after delivery to a nationally recognized overnight courier, or three business days after deposit in the U.S. mail, first-class, postage prepaid.

Governing Law; Entire Agreement

This Agreement shall be governed by and construed in accordance with the laws of the state of , without regard to its conflicts of law principles. The parties hereby submit to the exclusive jurisdiction of the state and federal courts located in that state for resolution of any disputes arising under this Agreement.

This Agreement, including all schedules and attachments, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

Execution

The parties may execute this Agreement in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Electronic or facsimile signatures shall have the same force and effect as original signatures.

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