Business Literature Template

BUSINESS LITERATURE TEMPLATE

This Business Literature Agreement (the Agreement) is entered into as of Date: by and between Client Name: with principal place of business at , and Contractor Name: with principal place of business at .

WHEREAS

WHEREAS, Client desires to engage Contractor to prepare, design and produce business literature, including but not limited to brochures, white papers, case studies, and digital collateral (the Services), and Contractor has expertise and capacity to perform such Services in accordance with the terms set forth herein.

WHEREAS, the parties desire to set forth the scope, compensation, confidentiality obligations, and other terms governing the creation and delivery of such literature.

SCOPE OF WORK

Deliverables shall include written drafts, graphic design files, and final print- or web-ready files as specified in the scope above. Contractor shall deliver milestone drafts for review in accordance with the schedule set forth in the Payment Terms and Schedule of Milestones below. Client shall provide timely feedback and approvals within the timeframes requested by Contractor; any delay in Client approvals that materially affects schedule shall entitle Contractor to an equitable extension of time and, where applicable, additional compensation.

PAYMENT TERMS

Any undisputed amount not paid by its due date shall accrue interest at a rate of (or the maximum rate permitted by law, if less). Client shall also be responsible for reasonable collection costs and any bank fees resulting from returned payments.

TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon written notice delivered days prior to the effective termination date. Either party may terminate for material breach if such breach remains uncured for days after written notice specifying the breach. Upon termination, Client shall pay Contractor for all Services performed and expenses incurred through the effective date of termination and for any non-cancelable obligations.

CONFIDENTIALITY

Each party (Recipient) shall keep confidential and shall not disclose to any third party any confidential or proprietary information of the other party (Discloser) disclosed in connection with this Agreement, except to employees, contractors and advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein. Confidential information does not include information that: (a) is or becomes publicly available through no fault of Recipient; (b) was lawfully in Recipient’s possession prior to disclosure; or (c) is independently developed by Recipient without use of or reference to Discloser’s confidential information.

Upon termination or upon Discloser’s written request, Recipient shall promptly return or destroy Confidential Information and certify in writing that it has done so, except that Recipient may retain one archival copy as required for legal or compliance purposes.

INTELLECTUAL PROPERTY; LICENSES

Unless otherwise agreed in writing, Contractor retains ownership of its pre-existing and background materials. Contractor hereby grants Client a non-exclusive, perpetual, worldwide license to use the final delivered literature solely for Client’s internal and marketing purposes. If the parties agree that Contractor will transfer ownership of custom-created works, such transfer shall be effective upon full payment of all amounts due and a written assignment executed by Contractor.

LIMITATION OF LIABILITY

Except for liability arising from willful misconduct or gross negligence, in no event shall either party be liable for consequential, incidental, special or punitive damages. Contractor’s aggregate liability under this Agreement for any claim shall not exceed the total fees paid by Client to Contractor under this Agreement during the twelve (12) months preceding 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 conflict of laws principles. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in that State for any disputes arising from this Agreement.

ENTIRE AGREEMENT

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

NOTICES

ADDITIONAL TERMS

Client shall reimburse Contractor for pre-approved out-of-pocket expenses incurred in connection with performance of the Services upon submission of supporting receipts. Estimated reimbursable expenses:

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