Business IO Sheet

BUSINESS IO SHEET

This Business Insertion Order Sheet ("IO Sheet" or "Agreement") is entered into as of Effective Date: by and between Client Name: and Vendor Name: .

RECITALS

WHEREAS, Client Name: desires to procure certain marketing, advertising, creative or other business services described below; and

WHEREAS, Vendor Name: represents that it is able and willing to provide such services under the terms and conditions set forth herein; and

WHEREAS, the parties intend that this IO Sheet shall set forth the scope, deliverables, schedule and payment terms for the services to be provided and shall be governed by the terms herein.

CONTACT & ADMINISTRATIVE DETAILS

CAMPAIGN / PROJECT

DELIVERABLES & SCHEDULE

Deliverable 1 — Description:

Quantity: Unit Price: Estimated Completion Date:

Deliverable 2 — Description:

Quantity: Unit Price: Estimated Completion Date:

PAYMENT TERMS

Total Contract Amount: $

Billing Method: Invoice upon completion Net 30 Milestone-based

Late Payment Fee: % per month on overdue amounts (or the maximum lawful rate, if less). Basis:

TERM AND TERMINATION

Term Start Date: Term End Date:

Either party may terminate this IO Sheet for material breach if such breach remains uncured for a period of days after written notice. In addition, Client may terminate for convenience upon days' written notice, subject to payment for work performed and non-cancellable third-party charges.

CONFIDENTIALITY

Each party acknowledges that during the course of performance it may receive Confidential Information of the other. "Confidential Information" means non-public business, technical, financial and other information disclosed in any form. Each party shall: (i) hold Confidential Information in strict confidence; (ii) use Confidential Information solely to perform its obligations under this IO Sheet; and (iii) not disclose Confidential Information to any third party except to employees, contractors and professional advisors with a need to know who are bound by confidentiality obligations no less protective than those set forth herein. Confidential Information shall not include information that is: independently developed without use of the other's Confidential Information, generally available to the public other than by breach of this Agreement, or rightfully received from a third party without restriction.

INDEMNIFICATION & LIMITATION

Vendor shall indemnify, defend and hold harmless Client from and against third-party claims arising from Vendor's gross negligence or willful misconduct, infringement of third-party intellectual property rights attributable to Vendor-provided materials, or breach of representations and warranties. Except for liability resulting from gross negligence, willful misconduct, or breach of confidentiality or indemnity obligations, neither party's aggregate liability shall exceed the total amounts paid or payable under this IO Sheet for the twelve (12) month period preceding the claim.

GOVERNING LAW

This IO Sheet shall be governed by and construed in accordance with the laws of the State of , without regard to that state's conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in such jurisdiction for disputes arising hereunder.

ENTIRE AGREEMENT

This IO Sheet, together with any attachments, schedules and referenced statements of work, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings, whether written or oral. No amendment to this IO Sheet is effective unless in writing and signed by authorized representatives of both parties.

ADDITIONAL PROVISIONS

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