Business Glow Document

BUSINESS GLOW AGREEMENT

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

RECITALS

WHEREAS, Client desires to engage Provider to perform certain marketing, branding, and related business development services designed to improve Client's market presence and performance in accordance with the terms of this Agreement;

WHEREAS, Provider represents that it has the expertise, personnel, and resources necessary to perform the services described in this Agreement and is willing to provide such services under the terms set forth below;

WHEREAS, the parties intend by this Agreement to set forth their respective rights and obligations with respect to the services, deliverables, fees, confidentiality, and other matters described herein.

SCOPE OF WORK

Provider shall perform the services and deliver the deliverables described below. Provider will perform such services in a professional manner consistent with industry standards. Any changes to the Scope of Work must be agreed in writing by authorized representatives of the parties and may result in an adjustment to fees or schedule.

PAYMENT TERMS

Client shall pay Provider the fees set forth below in consideration for the services and deliverables. Provider's invoices are due Net as specified below and payable in United States dollars unless otherwise agreed in writing. Client shall reimburse Provider for pre-approved out-of-pocket expenses incurred in connection with performance of the Scope of Work.

Late payments shall accrue interest at % per month or the maximum rate permitted by law, whichever is lower. In addition, Provider may suspend services for overdue amounts following ten (10) days' written notice.

TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective termination date. Either party may terminate for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Upon termination, Client shall pay Provider for all services performed and expenses incurred through the effective date of termination. Provider shall deliver to Client any completed deliverables and such work in progress as reasonably requested by Client, subject to payment of outstanding fees.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party (Disclosing Party) to the other (Receiving Party), whether written, electronic or oral, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes business plans, marketing strategies, client lists, pricing, trade secrets, and technical information, but does not include information that is: (a) publicly known through no breach by Receiving Party; (b) rightfully received from a third party without restriction; (c) independently developed by Receiving Party without reference to Disclosing Party's Confidential Information; or (d) required to be disclosed by law or court order, provided Receiving Party gives prompt notice to Disclosing Party and cooperates in any protective measures.

Receiving Party shall: (i) hold Confidential Information in confidence and use at least the same degree of care as it uses to protect its own confidential information, but no less than reasonable care; (ii) use Confidential Information solely to perform its obligations under this Agreement; and (iii) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein. These obligations shall survive termination of this Agreement for a period of years.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Provider grants Client a non-exclusive, non-transferable, worldwide license to use the final deliverables created specifically for Client under this Agreement for Client's internal business purposes. Provider retains ownership of all Provider pre-existing materials, methodologies, templates, and intellectual property not created exclusively for Client. If the parties agree to an assignment of Provider intellectual property, such assignment shall be set forth in a separate signed writing and may be conditioned upon full payment of fees.

GOVERNING LAW AND DISPUTE RESOLUTION

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 shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation between senior representatives. If the dispute is not resolved within forty-five (45) days, the parties may pursue any remedies available at law or equity in the courts located in the governing jurisdiction.

REPRESENTATIONS; AUTHORITY TO SIGN

Each party represents and warrants that it has the full right, power and authority to enter into and perform this Agreement and that the person signing this Agreement on its behalf is duly authorized to bind the party.

ENTIRE AGREEMENT

This Agreement, including all exhibits and written documents incorporated by reference, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations, and communications, whether oral or written. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

NOTICES

All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and addressed to the parties at their respective addresses set forth below or to such other address that a party may designate by notice to the other in accordance with this section. Notices are effective upon receipt when delivered personally, by certified mail (return receipt requested), or by reputable overnight courier.

ADDITIONAL PROVISIONS

Severability: If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected. Waiver: No waiver of any breach of this Agreement shall constitute a waiver of any other breach. Assignment: Neither party may assign this Agreement without the other party's prior written consent, except that Provider may assign to an affiliate or in connection with a sale of substantially all of its assets.

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