Business Magazine Document

Business Magazine Agreement

THIS AGREEMENT is made as of by and between the parties identified below.

RECITALS

WHEREAS, Publisher operates a business-focused periodical and related media services and offers advertising, sponsored content, and editorial placement services (collectively, "Publication Services"); and

WHEREAS, Client desires to engage Publisher to provide Publication Services described in this Agreement, and Publisher is willing to provide such services under the terms set forth below.

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

SCOPE OF WORK

PAYMENT TERMS

Client shall pay Publisher the fees set forth below in consideration for the Publication Services. All amounts are payable in U.S. dollars unless otherwise agreed in writing.

Unless otherwise agreed, Publisher will invoice Client in accordance with the payment schedule above. Client shall pay undisputed invoices within the number of days set forth in the schedule. Failure to pay when due shall permit Publisher to suspend Services and pursue any remedies available at law or equity.

TERM AND TERMINATION

This Agreement commences on and, unless earlier terminated in accordance with this Agreement, will expire on .

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Client of payment obligations for Services rendered and costs incurred through the effective date of termination.

CONFIDENTIALITY

For the purposes of this Agreement, "Confidential Information" means non-public information disclosed by one party to the other 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. Each party agrees to: (a) maintain the confidentiality of Confidential Information using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (b) use Confidential Information only to perform under this Agreement; and (c) not disclose Confidential Information to any third party except as necessary to perform the Services and subject to confidentiality obligations at least as protective as those in this Agreement.

Confidentiality obligations do not apply to information that: (i) becomes publicly available without breach of this Agreement; (ii) is rightfully received from a third party free of any obligation of confidentiality; (iii) was in a party's possession prior to disclosure; or (iv) is independently developed without use of Confidential Information. Upon termination or upon written request, each party will return or destroy Confidential Information of the other party.

INTELLECTUAL PROPERTY; USE OF MATERIALS

Client represents and warrants that it has all rights necessary to provide any content, trademarks, or materials submitted to Publisher and that such materials do not infringe third-party rights. Publisher shall have the right to use and reproduce Client materials solely for the purposes of providing the Publication Services. Unless otherwise expressly agreed in writing, Client grants Publisher a non-exclusive, worldwide, royalty-free license to use Client's name, trademark, and provided materials in connection with the Services during the Term.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party shall indemnify and hold the other harmless from and against third-party claims arising from its gross negligence, willful misconduct, or material breach of this Agreement. EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, AND THE AGGREGATE LIABILITY OF EITHER PARTY FOR ANY CLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO PUBLISHER UNDER THIS AGREEMENT.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state specified below, without regard to its choice-of-law principles.

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 hereof and supersedes all prior and contemporaneous understandings, agreements, negotiations and communications, whether written or oral. No amendment or modification of this Agreement will be effective unless made in writing and signed by authorized representatives of both parties.

NOTICES

MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect. The parties acknowledge that they have had the opportunity to review this Agreement with counsel and that any rule of construction requiring interpretation against the drafting party shall not apply.

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