Business Memorandum Brandthink

BUSINESS MEMORANDUM BRANDTHINK

Date of Memorandum:

Recitals

WHEREAS, Brandthink (as identified in the Company Name field above) is engaged in providing brand strategy, creative services and related consulting services; and

WHEREAS, Client (as identified in the Client Name field above) desires to retain Brandthink to perform certain services described in this memorandum and Brandthink agrees to provide such services under the terms set forth herein.

WHEREAS, the parties intend for this Business Memorandum Brandthink to set forth the scope, compensation, confidentiality commitments and other material business terms governing the parties' relationship.

Scope of Work

Brandthink will perform the services described below. The description will govern deliverables, milestones and acceptance criteria. Any change to the Scope of Work requires written agreement by authorized representatives of both parties.

Payment Terms

Client shall pay Brandthink the fees and reimbursements set forth below in exchange for the services. All fees are due in accordance with the schedule and subject to the late fee provisions that follow.

Late Fee: If any undisputed amount is not paid within days after the invoice due date, Client shall pay late charges of per month on the overdue balance, or the maximum amount permitted by applicable law, whichever is less.

Term and Termination

This Memorandum commences on Start Date: and, unless earlier terminated in accordance with this section, will continue until End Date: .

Either party may terminate this Memorandum for convenience upon providing written notice at least days prior to the effective termination date. Either party may terminate for material breach if the breach is not cured within 30 days after receipt of written notice specifying the breach. Termination does not relieve Client of its obligation to pay for services performed and expenses incurred through the effective date of termination.

Confidentiality

For purposes of this Memorandum, "Confidential Information" means non-public information disclosed by either party 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 does not include information that: (a) is or becomes publicly known without breach of this agreement by the receiving party; (b) is rightfully received from a third party without restriction; (c) was known to the receiving party prior to disclosure; or (d) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information.

The receiving party will: (i) hold Confidential Information in strict confidence and use at least the same degree of care as it uses to protect its own confidential information but no less than a reasonable degree of care; (ii) not disclose Confidential Information to any third party except to employees, contractors or advisors with a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (iii) use Confidential Information solely for the purposes of performing under this Memorandum. These obligations will survive termination for a period of three years, except trade secrets, which will remain protected for as long as they qualify as trade secrets under applicable law.

Intellectual Property and Deliverables

Unless otherwise agreed in writing, Brandthink grants Client a non-exclusive, non-transferable license to use deliverables for Client's internal business purposes. Brandthink retains ownership of pre-existing materials, underlying methodologies and any general skills, know-how or templates used in performing the services. If the parties agree to an assignment of intellectual property, such assignment must be reflected in a signed writing that specifically identifies the deliverables and terms of assignment.

Warranties and Liability

Each party represents that it has the right to enter into this Memorandum. Brandthink warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT FOR THE FOREGOING LIMITED WARRANTY, BRANDTHINK DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY LAW, BRANDTHINK'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS MEMORANDUM WILL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO BRANDTHINK UNDER THIS MEMORANDUM IN THE SIX (6) MONTHS PRECEDING THE CLAIM.

Governing Law

This Memorandum will be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles.

Entire Agreement

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

Miscellaneous

Notices under this Memorandum must be in writing and delivered to the addresses set forth above. If any provision is held invalid or unenforceable, the remaining provisions will remain in full force and effect. No waiver of any breach will be effective unless in writing and signed by the waiving party.

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