Business FUD Document

Business FUD Document

This Business FUD Document ("Agreement") is entered into as of by and between:

PARTIES

WHEREAS

WHEREAS, Client Name: seeks certain services and protections related to business communications and reputational exposure; and

WHEREAS, Provider Name: is willing to provide specified services, including monitoring, advisory, and mitigation measures to prevent or remediate the dissemination of false or misleading public statements that could create fear, uncertainty, or doubt ("FUD"); and

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

SCOPE OF WORK

The Provider shall perform the services described above in a professional manner consistent with industry standards and shall coordinate with Client's designated representative: , contact: .

PAYMENT TERMS

Payments shall be made to Provider by the schedule above. Late payments shall incur interest at or the maximum rate permitted by law, whichever is less. Additionally, Client shall be responsible for any reasonable collection costs, including attorneys' fees, incurred by Provider to collect overdue amounts.

TERM AND TERMINATION

Commencement Date: . Termination Date: .

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Termination for material breach shall be effective upon written notice if the breaching party fails to cure the breach within 15 days after receipt of such notice. Termination shall not relieve Client of payment obligations for services performed prior to termination.

CONFIDENTIALITY

"Confidential Information" means any non-public information disclosed by one party to the other in connection with this Agreement, whether oral, written, or electronic, that is designated confidential or that reasonably should be understood to be confidential given the nature of the information. Each party shall: (a) use Confidential Information solely for the purposes of performing under this Agreement; (b) restrict disclosure to its employees, contractors and advisors who have a need to know and who are bound by confidentiality obligations no less protective than those herein; and (c) exercise 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.

Confidential Information does not include information that: (i) is or becomes publicly available through no breach of this Agreement; (ii) was lawfully in the receiving party's possession prior to disclosure; (iii) is rightfully received from a third party without breach of an obligation of confidentiality; or (iv) is independently developed by the receiving party without use of Confidential Information. Upon written request or termination, Receiving Party shall return or destroy Confidential Information as directed by Disclosing Party and certify in writing that it has complied.

NON-DISPARAGEMENT AND NON-FUD OBLIGATION

Each party covenants and agrees not to knowingly publish, distribute, or cause to be distributed any materially false or misleading statement, allegation, or omission that is intended to, or would reasonably be expected to, create fear, uncertainty or doubt ("FUD") regarding the other party, its services, products, officers, directors, employees, or business relationships. This obligation extends to public statements, social media posts, press releases, and communications with third parties that have a reasonable likelihood of being disseminated publicly. A demonstrated material breach of this clause shall entitle the non-breaching party to seek injunctive relief in addition to any other remedies at law or in equity.

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 agree that exclusive venue for any dispute arising under this Agreement shall be the state or federal courts located in the county of the chosen governing state, unless otherwise agreed in writing.

ENTIRE AGREEMENT

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

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect. No waiver of any breach shall be deemed a waiver of any subsequent breach. The parties acknowledge that monetary damages may be inadequate to remedy certain breaches and that equitable relief, including injunction, may be sought without posting bond.

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