Business Culture Book

BUSINESS CULTURE BOOK AGREEMENT

Parties

Effective Date:

Recitals

WHEREAS, Client seeks to define and document its organizational values, behaviors, policies, and visual identity in a formal Business Culture Book for distribution to employees and stakeholders; and

WHEREAS, Service Provider represents that it has expertise in organizational development, editorial design, and production of governance and culture materials and agrees to prepare, design, and deliver the Business Culture Book as set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the sufficiency of which is acknowledged, the parties agree as follows:

Scope of Work

Deliverables shall include editorial content, design files, and final print-ready and digital versions as described in the scope. Client shall have an acceptance period of calendar days following delivery to notify Provider of material defects. Failure to provide a written rejection during the acceptance period shall constitute acceptance.

Payment Terms

Total Fee: $

Late Payment: Any undisputed amount not paid when due shall bear interest at per month or the maximum rate permitted by law, whichever is lower. Client shall also be responsible for reasonable collection costs, including attorneys' fees.

Term and Termination

Term Commencement: This Agreement commences on and continues until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate immediately for material breach that remains uncured for 15 days following written notice of breach. Termination does not relieve Client of obligation to pay for services performed and expenses incurred through the effective date of termination.

Confidentiality

Each party acknowledges that during performance of this Agreement it may receive Confidential Information of the other party. "Confidential Information" means non-public business, financial, personnel, strategic planning, trade secret, and design materials, whether oral, written or electronic, that are designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Receiving party shall (a) use Confidential Information solely to perform its obligations under this Agreement; (b) limit disclosure to personnel with a need to know and who are bound by confidentiality obligations; and (c) protect Confidential Information using at least the same reasonable care it uses to protect its own confidential information, but no less than reasonable care. Confidential Information does not include information which is: (i) in the public domain without breach of this Agreement; (ii) rightfully received from a third party without restriction; or (iii) independently developed without use of the disclosing party's Confidential Information.

Upon termination or request, receiving party shall promptly return or destroy Confidential Information and certify destruction if requested. Remedies at law for breach of confidentiality may be inadequate; therefore disclosing party shall be entitled to injunctive relief in addition to other remedies.

Intellectual Property and Ownership

Unless otherwise agreed in writing, Provider assigns to Client all exclusive rights, title, and interest in and to the final Business Culture Book deliverables upon full and final payment. Provider retains the right to use non-confidential, de-identified excerpts for its portfolio and promotional materials. Any pre-existing Provider materials or third-party components embedded within deliverables remain subject to Provider or third-party licenses; Provider shall disclose such components in the scope and obtain necessary permissions.

Representations; Warranties; Indemnity

Each party represents that it has authority to enter into this Agreement. Provider warrants that the deliverables will materially conform to the accepted scope for a period of 30 days after acceptance. Client will indemnify and hold Provider harmless from claims arising out of Client-provided content, including allegations of infringement, libel, or privacy violations, except to the extent caused by Provider's gross negligence or willful misconduct.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of without regard to conflict of laws principles. The parties agree to attempt good-faith negotiation to resolve disputes. If unresolved, disputes shall be resolved in state or federal courts located in the county where Client's principal place of business is located.

Miscellaneous

Entire Agreement: This Agreement, including its recitals and any written attachments executed by the parties, constitutes the entire agreement between the parties regarding the subject matter and supersedes all prior negotiations and understandings. No amendment is effective unless in writing and signed by authorized representatives of both parties.

Severability: If any provision is held invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect. Survival: Provisions that by their nature should survive termination, including confidentiality, indemnity, intellectual property, payment obligations, and governing law, shall so survive.

Signatures

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