Business Newsline Template

BUSINESS NEWSLINE TEMPLATE

Parties

Recitals

WHEREAS, Publisher is engaged in the business of producing, editing and distributing periodic business newslines, summaries and editorial content tailored for corporate and professional audiences; and

WHEREAS, Client desires to engage Publisher to prepare and distribute a business newsline described herein for the benefit of Client's subscribers and/or internal stakeholders, and Publisher is willing to provide such services on the terms set forth in this Agreement; and

WHEREAS, the parties intend that the services commence as of the Effective Date established below and be governed by the terms of this Agreement.

Effective Date: .

Scope of Work

Publisher shall produce and deliver the business newsline materials (the "Newsline") as described below. The scope includes editorial research, writing, editing, layout, and electronic distribution according to the delivery schedule agreed by the parties.

Payment Terms

In consideration for the Services, Client shall pay Publisher the fees and reimbursements set forth below in accordance with the schedule provided. All amounts are payable in lawful currency.

All undisputed amounts not paid when due shall accrue interest at the rate specified above or, if no rate is specified, at 1.5% per month until paid. Client shall also reimburse Publisher for reasonable collection costs and attorney's fees for overdue amounts.

Term and Termination

This Agreement shall commence on and, unless earlier terminated as provided herein, continue until (the "Term").

Either party may terminate this Agreement for material breach by the other party if such breach remains uncured for the notice period set forth above after receipt of written notice specifying the breach. Either party may terminate for convenience upon the notice period above, subject to payment for Services performed through the effective date of termination.

Confidentiality

For purposes of this Agreement, "Confidential Information" means any 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, including but not limited to subscriber lists, distribution analytics, pricing, editorial plans, and internal business strategies.

Receiving party shall: (a) hold Confidential Information in strict confidence and use at least the same degree of care to protect it as it uses to protect its own confidential information, but in no event less than a reasonable degree of care; (b) use Confidential Information solely to perform its obligations 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 herein. Confidentiality obligations shall not apply to information that is or becomes publicly available through no breach of this Agreement, is rightfully known by the receiving party at the time of disclosure as documented by written records, or is independently developed without use of Confidential Information.

The obligations in this section shall survive termination or expiration of this Agreement for a period of three (3) years, except that trade secrets and subscriber lists shall remain protected for so long as they qualify as trade secrets under applicable law.

Intellectual Property; License

Publisher retains all copyright and moral rights in original editorial content and compilation methodologies created prior to or independent of this Agreement. Subject to payment in full, Publisher grants Client a limited, non-exclusive, non-transferable license to reproduce and distribute the delivered Newsline to Client's internal and external subscribers as specified in the Scope of Work. Client grants Publisher a limited license to use Client-provided materials solely to prepare the Newsline. Any third-party materials incorporated into the Newsline shall require appropriate licenses procured by the party supplying such materials.

Representations; Indemnity; Liability

Each party represents that it has authority to enter this Agreement and that its performance will not violate any agreement with a third party. Client shall indemnify and hold Publisher harmless from claims arising from Client-supplied content, including claims of defamation, invasion of privacy, or infringement. Publisher shall indemnify Client for claims arising from Publisher's original content that infringes a third party's intellectual property rights.

Except for breaches of confidentiality or indemnity obligations, neither party's aggregate liability for breach of this Agreement shall exceed the total fees paid by Client to Publisher under this Agreement in the six (6) months preceding the claim. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES.

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 courts located within that State for any dispute arising under this Agreement.

Entire Agreement; Amendment

This Agreement, including any exhibits or statements of work executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous understandings, proposals, and communications, written or oral. No amendment or waiver shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous Provisions

Neither party may assign this Agreement without the other party's prior written consent, except that either party may assign to a successor in connection with a merger or sale of substantially all of its assets. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Notices under this Agreement shall be in writing and delivered to the contact information provided above.

Signatures

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