Business Elevator Line Template

BUSINESS ELEVATOR LINE AGREEMENT

This Business Elevator Line Agreement (the Agreement) is entered into as of Date: by and between Client Name: Client Business Name: and Provider Name: .

RECITALS

WHEREAS, Client seeks to develop a concise, market-facing elevator line and related messaging for use in sales, marketing and investor communications; and

WHEREAS, Provider represents that it has expertise in crafting strategic elevator lines, value propositions and concise brand messages and agrees to provide such services to Client on the terms set forth in this Agreement; and

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

SCOPE OF WORK

Revisions allowed: . Additional revisions will be billed as set forth in Payment Terms.

PAYMENT TERMS

Late payment: If any undisputed amount is not paid within of the due date, interest will accrue at the lesser of 1.5% per month or the maximum rate permitted by law. Client is responsible for any collection costs and reasonable attorney fees incurred by Provider in collecting overdue amounts.

TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon written notice delivered at least prior to the effective termination date. Termination for cause may be effected immediately upon written notice for material breach that is not cured within 15 days following written notice of such breach.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public information disclosed by one party (Disclosing Party) to the other (Receiving Party) that is designated as confidential or that, by its nature, should reasonably be understood to be confidential given the circumstances of disclosure.

Obligations: Receiving Party shall (a) maintain Confidential Information in strict confidence, (b) not use Confidential Information for any purpose other than performing its obligations or exercising rights under this Agreement, and (c) restrict disclosure to those employees, contractors or advisors with a need to know who are bound by confidentiality obligations at least as protective as those herein. Receiving Party shall use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

Exceptions: Confidential Information does not include information that (i) is or becomes publicly available without breach of this Agreement, (ii) was lawfully known to Receiving Party prior to disclosure, (iii) is rightfully received from a third party without breach, or (iv) is independently developed without use of Confidential Information.

Duration: The confidentiality obligations in this Section survive termination or expiration of this Agreement for a period of three (3) years, except for trade secrets, which shall remain protected for so long as they qualify as trade secrets under applicable law.

INTELLECTUAL PROPERTY AND USAGE

Ownership: Subject to Provider's receipt of all undisputed fees due, Provider assigns to Client all right, title and interest in the final delivered elevator line(s) and associated usage notes delivered as final deliverables under this Agreement. Provider retains ownership of Provider's pre-existing materials, methodologies, templates and drafts that are not delivered as final deliverables.

License to Provider Materials: To the extent Provider incorporates any of its pre-existing materials into the final deliverables, Provider hereby grants Client a nonexclusive, perpetual, worldwide license to use such incorporated materials as necessary for the use of the final deliverables.

WARRANTIES, INDEMNIFICATION AND LIMITATION OF LIABILITY

Warranties: Provider warrants that the services will be performed in a professional manner consistent with industry standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

Indemnification: Each party shall indemnify and hold harmless the other party from and against third-party claims arising from the indemnifying party's breach of this Agreement, willful misconduct or negligence. The indemnified party must provide prompt written notice of any claim and cooperate in the defense.

Limitation of Liability: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THIS AGREEMENT. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES.

RELATIONSHIP OF THE PARTIES

Independent Contractor: Provider is an independent contractor. Nothing in this Agreement creates a partnership, joint venture, employment relationship, or agency relationship between the parties. Provider is solely responsible for its employees, subcontractors, taxes and benefits.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflicts of law principles.

ENTIRE AGREEMENT; AMENDMENT

Entire Agreement: This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral. Any amendment or modification must be in writing and signed by both parties.

NOTICES

MISCELLANEOUS

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, acquisition or sale of substantially all its assets, provided the assignee assumes the assigning party's obligations.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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