Business Exposure Copy

Business Exposure Copy Agreement

Effective Date:

Parties

Recitals

WHEREAS, Client is engaged in the operation of a business and desires to procure promotional copy, content and related exposure services to describe Client's offerings and market presence; and

WHEREAS, Service Provider represents that it has the expertise to prepare, edit and distribute business exposure copy and related creative materials and is willing to provide such services to Client on the terms set forth herein; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement, the parties agree as follows.

Scope of Work

Service Provider shall prepare and deliver business exposure copy and related deliverables as described below. Deliverables shall include final written copy, up to two rounds of revisions unless otherwise agreed, and any agreed distribution instructions. Specific tasks, milestones and acceptance criteria are to be set forth in the field below.

Payment Terms

Total Fee: $

Late Payment: If any invoice is not paid within days of the due date, a late fee of will accrue on the outstanding amount compounded monthly, in addition to any collection costs reasonably incurred by Service Provider.

Ownership; License

Ownership of original draft materials and final business exposure copy shall be governed as follows: Service Provider retains ownership of underlying methodologies and pre-existing materials, but upon receipt of full payment Client shall receive ownership of the final deliverables specifically created for Client and necessary to use the deliverables in Client's business. Service Provider grants Client a perpetual, worldwide, transferable license to use the materials for promotional purposes. Any third-party materials incorporated by Service Provider are subject to their respective licenses; Service Provider will notify Client of any restrictions prior to incorporation.

Term and Termination

Term Commencement Date:

Term End Date:

Either party may terminate this Agreement for cause if the other party materially breaches this Agreement and fails to cure such breach within days after written notice. Either party may terminate without cause upon days' prior written notice. Upon termination, Client shall pay Service Provider for work performed and reimbursable expenses incurred through the date of termination.

Confidentiality

Each party acknowledges that during performance of this Agreement it may receive Confidential Information of the other. "Confidential Information" includes non-public business information, marketing plans, pricing, customer lists, trade secrets and drafts of copy. Each party agrees (a) to hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but not less than reasonable care; (b) not to disclose Confidential Information to any third party except to employees, contractors or advisers who have a need to know and who are bound to confidentiality obligations no less protective than this Agreement; and (c) not to use Confidential Information except as necessary to perform obligations under this Agreement. Confidential Information does not include information that is or becomes publicly available without breach, is independently developed without use of Confidential Information, or is rightfully received from a third party without restriction. The confidentiality obligations shall survive termination for a period of unless a longer period is required by applicable law.

Representations and Warranties; Indemnity

Each party represents that it has the authority to enter into this Agreement. Service Provider warrants that deliverables will be original to the extent represented and will not knowingly infringe third-party intellectual property rights. Client shall indemnify and hold Service Provider harmless from claims arising from Client-provided materials or Client's use of the deliverables outside the scope set forth in this Agreement. Except as expressly set forth herein, deliverables are provided "AS IS" and Service Provider disclaims all other warranties, express or implied, including merchantability and fitness for a particular purpose.

Limitation of Liability

Except for liability arising from willful misconduct, gross negligence, or a breach of confidentiality or indemnity obligations, neither party shall be liable to the other for indirect, incidental, special or consequential damages. The aggregate liability of Service Provider for any claim arising out of or relating to this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement in the twelve (12) months 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 laws principles. The parties submit to the exclusive jurisdiction of courts located in that state for any dispute arising under this Agreement.

Entire Agreement; Amendments

This Agreement, including any exhibits or written statements of work incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter herein and supersedes all prior negotiations, understandings, and agreements. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth in the Parties section, or to such other address as a party may designate by written notice. Notices are effective upon receipt.

Execution

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Electronic signatures or scanned copies of signatures shall have the same force and effect as original signatures.

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