Business Highlight Template

BUSINESS HIGHLIGHT TEMPLATE

This Business Highlight Template Agreement (the "Agreement") is entered into by and between Business Name: and Highlight Provider Name: . The parties agree as follows, effective as of Effective Date: Month Day Year .

WHEREAS

WHEREAS, Business Name represents that it operates the business identified above and possesses factual highlights, performance metrics, achievements, trademarks, trade dress and other materials suitable for promotional presentation; and

WHEREAS, Highlight Provider is engaged in preparing editorial and visual highlight materials, summaries and promotional presentations and will prepare a Business Highlight (as defined below) for Business Name under the terms set forth in this Agreement; and

WHEREAS, the parties desire to set forth the scope, payment, confidentiality and other terms governing the creation, use and distribution of the Business Highlight.

1. SCOPE OF WORK

1.1 Services. Provider shall prepare a Business Highlight document and supporting assets (text, photography, video excerpts, charts and related promotional copy) describing Business Name's key metrics, milestones, product or service descriptions and selected visuals (collectively, the "Business Highlight"). The Business Highlight shall conform to the specifications and deadlines set forth below and in the additional instructions provided by Business Name.

First draft due: Month Day Year

2. PAYMENT TERMS

2.1 Fees. In consideration of the Services, Business Name shall pay Provider the total fee set forth below in accordance with the schedule below. All fees are stated in U.S. dollars and are exclusive of taxes for which Business Name is responsible where applicable.

2.2 Payment Terms. Unless otherwise agreed in writing, invoices are due and payable within thirty (30) days of receipt. Provider may suspend performance for nonpayment if amounts due remain unpaid after the notice period described in Section 4. Any disputed portion shall not relieve Business Name of its obligation to pay undisputed amounts.

3. TERM & TERMINATION

3.1 Term. This Agreement commences on Start Date: Month Day Year and continues until End Date: Month Day Year , unless earlier terminated as provided herein.

3.2 Termination for Convenience. Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least prior to the intended termination date.

3.3 Termination for Cause. Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within a commercially reasonable period not to exceed thirty (30) days following receipt of written notice specifying the breach.

4. CONFIDENTIALITY

4.1 Definition. "Confidential Information" means non-public information, whether written, oral, electronic or other form, disclosed by one party (the "Discloser") to the other (the "Recipient") that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

4.2 Obligations. Recipient shall (a) use Confidential Information solely to perform its obligations under this Agreement; (b) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; and (c) not disclose Confidential Information to any third party except to employees, contractors or advisors with a need to know who are bound by confidentiality obligations no less protective than those set forth in this Agreement.

4.3 Exceptions. Confidential Information does not include information that: (a) is or becomes generally known to the public through no wrongful act of Recipient; (b) was in Recipient's possession prior to receipt from Discloser without an obligation of confidentiality; (c) is independently developed by Recipient without use of or reference to Discloser's Confidential Information; or (d) is required to be disclosed by law, provided Recipient gives Discloser prompt notice and cooperates with reasonable protective actions.

5. USE OF HIGHLIGHT; INTELLECTUAL PROPERTY

5.1 License. Business Name grants Provider a limited, nonexclusive, revocable license to use Business Name's trademarks, logos and supplied materials solely to create and distribute the Business Highlight as expressly permitted in this Agreement. Provider grants Business Name a royalty-free, nonexclusive license to use the final Business Highlight for marketing and internal purposes.

5.2 Third-Party Materials. Each party represents that any materials it supplies to the other do not infringe third-party rights. The supplying party shall indemnify the receiving party against claims arising from infringement of third-party intellectual property rights due to supplied materials.

6. REPRESENTATIONS, WARRANTIES & INDEMNITY

Each party represents that it has full power and authority to enter into this Agreement. Provider warrants that its Services will be performed in a professional manner consistent with industry standards. Business Name shall indemnify and hold harmless Provider from and against any losses, liabilities, damages and expenses arising from Business Name's breach of its representations or from materials provided by Business Name that infringe third-party rights.

7. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for disputes arising under this Agreement.

8. ENTIRE AGREEMENT; AMENDMENT

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

9. MISCELLANEOUS

9.1 Assignment. Neither party may assign this Agreement without the prior written consent of the other, except to a successor by merger or acquisition.

9.2 Notices. All notices required under this Agreement shall be in writing and delivered to the parties at the addresses provided below.

APPROVALS & USE

10.1 Approval Process. Provider will deliver drafts for review and Business Name shall provide consolidated written feedback within of delivery. Final approval must be in writing.

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