Business Post Change Document

Business Post Change Document

Parties and Effective Date

Client Name:

Service Provider Name:

Effective Date:

Recitals

WHEREAS, Client operates business communications and public postings including digital social media posts, website notices, and physical on-premises notices (collectively "Business Posts"); and

WHEREAS, Service Provider possesses expertise and resources to modify, correct, update, and manage Business Posts in accordance with Client instructions and applicable law; and

WHEREAS, the parties desire to set forth the terms and conditions under which Service Provider will perform Business Post Change services for Client.

Scope of Work

Service Provider shall provide the following services, to be performed in a professional and workmanlike manner consistent with industry standards:

Deliverables and schedule (identify deliverable, format, and due date):

Payment Terms

Total Fee: $ payable under the schedule below.

Late Payment: Amounts not paid within days after invoice due date shall incur interest at or the maximum permitted by law, whichever is less.

Term and Termination

Term Commencement Date: . Termination Date (if any):

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Material breach not cured within days following written notice of such breach shall permit immediate termination by the non-breaching party.

Upon termination, Service Provider shall deliver all completed deliverables and any work in progress and shall provide reasonable cooperation to transition Business Posts back to Client or to a successor provider. Client shall pay for services performed and expenses incurred through the effective date of termination.

Confidentiality

Definition: "Confidential Information" means all non-public information disclosed by one party to the other in connection with this Agreement, including business plans, marketing strategies, customer lists, and unpublished content, whether disclosed orally, in writing, or electronically.

Obligations: Receiving party shall (a) use Confidential Information solely to perform its obligations under this Agreement; (b) protect Confidential Information with the same degree of care it uses to protect its own confidential information but with no less than reasonable care; and (c) not disclose Confidential Information to any third party except to employees, contractors, or advisors on a need-to-know basis who are bound by substantially similar confidentiality obligations.

Exceptions: Confidential Information does not include information that is (i) publicly known through no breach of this Agreement, (ii) lawfully received from a third party without confidentiality obligations, or (iii) independently developed without access to the disclosing party's Confidential Information. Disclosure required by law or valid order shall be made only after prompt notice to the disclosing party to allow protective measures.

Survival: All confidentiality obligations shall survive termination for a period of years.

Intellectual Property

Ownership: Unless the parties otherwise select below, all original content, edits, graphics, captions, and code created specifically for Client under this Agreement (collectively "Work Product") shall be assigned to Client upon full payment. Parties may select one of the following:

Assignment to Client: Service Provider assigns all right, title, and interest in Work Product to Client upon payment.
License to Client: Service Provider grants Client an exclusive, transferable license to use Work Product for Client's business purposes; Service Provider retains underlying rights not expressly assigned.

Moral Rights & Third-Party Materials: Service Provider shall obtain necessary releases for third-party materials and waive moral rights to the extent permitted by law. Service Provider warrants that Work Product will not infringe third-party intellectual property rights.

Representations, Warranty and Indemnity

Each party represents that it has full authority to enter into this Agreement. Service Provider represents that services will be performed in a professional manner and will not knowingly violate applicable laws or third-party rights.

Indemnity: Service Provider agrees to indemnify, defend and hold harmless Client from third-party claims arising from Service Provider's breach of representations, infringement claims, or gross negligence in performing the services, subject to the limitations and procedures set forth below.

Limitation of Liability

Except for liability arising from willful misconduct, gross negligence, or breach of confidentiality or intellectual property obligations, neither party shall be liable for incidental, consequential, punitive or special damages. Total aggregate liability for direct damages shall not exceed the total fees paid under this Agreement in the six (6) months preceding the event giving rise to liability.

Compliance with Laws

Service Provider shall perform all services in compliance with applicable federal, state, and local laws, including advertising, consumer protection, and data privacy laws applicable to Business Posts. Client remains responsible for final approval of material published under its name.

Governing Law; Dispute Resolution

This Agreement shall be governed by the laws of the state of without regard to conflict-of-law principles. The parties will attempt in good faith to resolve disputes promptly by negotiation between executives. If unresolved, disputes shall be resolved by binding arbitration in accordance with the commercial arbitration rules of the agreed forum, and judgment on the award may be entered in any court having jurisdiction.

Entire Agreement; Amendments

This Agreement, including any exhibits or attachments executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior agreements and understandings, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Notices

Notices under this Agreement shall be sent to the addresses provided above or to such other address as a party designates in writing. Notice is effective upon receipt.

Authority to Sign

Each individual signing below represents and warrants that they have full authority to bind the party on whose behalf they sign.

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