Business Foundation and Voice Agreement

BUSINESS FOUNDATION AND VOICE AGREEMENT

Agreement Date:

PARTIES

Company Name:

Service Provider Name:

RECITALS

WHEREAS, Company Name: seeks to establish, refine and document its business foundation, brand voice and related messaging for commercial deployment; and

WHEREAS, Service Provider Name: has expertise in brand strategy, voice development, and content guidance and is willing to perform such services under the terms set forth in this Agreement; and

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

SCOPE OF WORK

The Service Provider shall deliver the services described below, together with any deliverables, milestones and acceptance criteria agreed to in writing.

PAYMENT TERMS

Compensation: Company shall pay Service Provider the fees and reimbursements set forth below in exchange for the services rendered.

Invoices are due in accordance with the Payment Schedule. Overdue amounts shall accrue interest at the rate specified above and the Company shall reimburse Service Provider for reasonable collection costs, including legal fees, if collection becomes necessary.

TERM AND TERMINATION

Term: This Agreement commences on Effective Date: and, unless earlier terminated, continues until End Date: or until completion of the services described in the Scope of Work, whichever occurs first.

Termination for Convenience: Either party may terminate this Agreement without cause by providing written notice to the other party not less than Notice Period (days): prior to the intended termination date. Termination shall not relieve the Company of its obligation to pay for services performed and expenses incurred prior to the effective date of termination.

Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches any obligation and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public information disclosed by one party to the other, whether oral, written, electronic or otherwise, concerning business plans, branding strategies, customer lists, pricing, trade secrets, creative concepts and any materials prepared in connection with the Scope of Work.

Obligations: Each party agrees to hold Confidential Information in strict confidence, to use it solely for performance of this Agreement, and to disclose it only to those employees, contractors or agents with a need to know and who are bound by confidentiality obligations no less protective than those herein. The receiving party shall protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

Compelled Disclosure: If a receiving party is compelled to disclose Confidential Information by law or court order, it shall provide prompt written notice to the disclosing party (to the extent legally permitted) and cooperate in any lawful effort to limit disclosure and obtain confidential treatment.

INTELLECTUAL PROPERTY & USAGE RIGHTS

Ownership: Unless otherwise agreed in writing, Service Provider retains ownership of pre-existing intellectual property and methodologies. Upon full payment of amounts due under this Agreement, Service Provider grants Company a non-exclusive, perpetual, worldwide license to use the deliverables for the Company’s internal and external business purposes as set forth herein.

Moral Rights: To the extent permitted by law, Service Provider waives any moral rights in the deliverables and agrees not to assert any such rights against Company, its successors or assignees.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Indemnity: Each party shall indemnify, defend and hold harmless the other party from and against claims, liabilities, losses and expenses arising from the indemnifying party’s breach of this Agreement, negligence or willful misconduct.

Limitation of Liability: Except for breaches of confidentiality or claims arising from gross negligence or willful misconduct, neither party’s aggregate liability for claims arising out of this Agreement shall exceed the total fees paid by Company to Service Provider under this Agreement during the twelve (12) months preceding the event giving rise to 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 rules regarding conflicts of law. The parties consent to the exclusive jurisdiction of the state and federal courts located within that State for resolution of disputes.

ENTIRE AGREEMENT

This Agreement, including any attachments and statements of work incorporated by reference, constitutes the entire agreement between the parties concerning its subject matter and supersedes all prior and contemporaneous agreements, proposals or representations, whether written or oral. Any amendment or modification must be in writing and signed by both parties.

MISCELLANEOUS

Assignment: Neither party may assign this Agreement without the prior written consent of the other, except that Company may assign to an affiliate or in connection with a merger, sale of substantially all assets, or change of control.

Notices: All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may specify in writing.

ACKNOWLEDGMENT

The individuals signing below represent and warrant that they are authorized to execute this Agreement on behalf of the respective parties.

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