Business Elevator Lines

BUSINESS ELEVATOR LINES AGREEMENT

This Business Elevator Lines Agreement ("Agreement") is entered into by and between Provider Name: and Client Name: . Effective Date:

WHEREAS

WHEREAS, Provider is engaged in the business of creating concise, market-facing elevator lines, taglines, and short descriptive copy tailored to communicate a business value proposition; and

WHEREAS, Client desires to retain Provider to prepare and deliver elevator lines for Client's business in accordance with the terms and conditions set forth in this Agreement; and

WHEREAS, Provider is willing to provide such services to Client under the terms set forth herein.

SCOPE OF WORK

Provider shall prepare elevator lines and related short-form messaging for Client as described below. Deliverables, specifications and acceptance criteria shall be set forth in the scope description.

PAYMENT TERMS

Client shall pay Provider for the services described in Scope of Work according to the payment schedule below. All amounts are stated in U.S. dollars unless otherwise specified.

All payments are due within the time specified in the payment schedule. Client is responsible for any expenses of collection, including reasonable attorneys' fees, if payment is not made when due.

TERM AND TERMINATION

Term: This Agreement shall commence on Start Date: and continue until End Date: , unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least Notice Period (days): days prior to the effective date of termination.

Either party may terminate for material breach if the breaching party fails to cure such breach within Cure Period (days): days after receipt of written notice specifying the breach. Termination shall not relieve Client of the obligation to pay for services performed prior to termination.

CONFIDENTIALITY

Definition: "Confidential Information" means any non-public information disclosed by either party to the other, whether written, oral, electronic or otherwise, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.

Obligations: The receiving party shall (a) maintain Confidential Information in strict confidence; (b) use Confidential Information only for the purpose of performing obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to its employees, contractors or advisors with a need to know who are bound by confidentiality obligations no less protective than those herein.

Exceptions: Confidential Information shall not include information that (i) is or becomes publicly known through no breach of this Agreement; (ii) was rightfully in the receiving party's possession prior to disclosure; (iii) is independently developed by the receiving party without use of Confidential Information; or (iv) is required to be disclosed by law or valid legal process, provided the receiving party gives prompt written notice and cooperates to limit disclosure.

Duration: The confidentiality obligations set forth herein shall continue for a period of three (3) years from the date of disclosure, except for trade secrets which shall remain protected for as long as they qualify as trade secrets under applicable law.

INTELLECTUAL PROPERTY

Ownership: Subject to Client's full payment of all amounts due under this Agreement, Provider hereby assigns to Client all right, title and interest in and to the final delivered elevator lines and related written deliverables (the "Deliverables"). Provider retains ownership of Provider's pre-existing materials, templates and methodologies.

License to Pre-Existing Materials: To the extent Deliverables incorporate Provider's pre-existing materials, Provider grants Client a perpetual, non-exclusive, worldwide license to use such pre-existing materials as embedded in the Deliverables for Client's internal and commercial purposes.

WARRANTIES; LIMITATION OF LIABILITY; INDEMNIFICATION

Provider represents that Provider will perform the services in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Limitation of Liability: IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES. EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR A BREACH OF CONFIDENTIALITY OR IP ASSIGNMENT, THE AGGREGATE LIABILITY OF PROVIDER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT.

Indemnification: Client shall indemnify, defend and hold harmless Provider from and against any third-party claims arising from Client's use of the Deliverables, except to the extent such claims arise from Provider's breach of this Agreement or Provider's willful misconduct.

GOVERNING LAW; DISPUTE RESOLUTION

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

Dispute Resolution: The parties shall first attempt to resolve disputes through good faith negotiation. If unresolved, disputes shall be resolved by binding arbitration in a mutually agreed location, or, if the parties cannot agree, in a neutral venue selected by Provider.

ENTIRE AGREEMENT; AMENDMENT

This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous understandings and agreements. No amendment or modification shall be effective unless in writing and signed by both parties.

MISCELLANEOUS PROVISIONS

Notices shall be in writing and delivered to the addresses provided by the parties. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties are independent contractors and nothing herein shall create a partnership, joint venture or employment relationship.

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