Business Post Template

BUSINESS POST TEMPLATE AGREEMENT

This Business Post Template Agreement (the Agreement) is entered into as of between Client Name: and Service Provider Name: .

WHEREAS

WHEREAS, Client seeks to engage Provider to create, publish, and/or manage a business post(s) for Client's marketing and communications purposes in accordance with the terms set forth herein;

WHEREAS, Provider has the expertise, resources, and personnel necessary to prepare and deliver the content, including but not limited to written copy, images, graphics, hashtags, and scheduling instructions (collectively, the Deliverables); and

WHEREAS, the parties wish to set forth their respective rights and obligations with respect to the creation, delivery, payment, ownership, and confidentiality of such Deliverables.

SCOPE OF WORK

Provider shall prepare and deliver the Deliverables described below and shall perform the services detailed in this Section in a professional and workmanlike manner consistent with industry standards.

PAYMENT TERMS

In consideration for the Services and Deliverables, Client shall pay Provider in accordance with the payment schedule and amounts set forth below. All fees are due in U.S. dollars unless otherwise agreed in writing.

All undisputed invoices are due within of invoice. Client is responsible for any sales, use, or other taxes applicable to payments, excluding Provider's income taxes.

TERM AND TERMINATION

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon written notice delivered at least prior to the intended termination date. Either party may terminate for material breach if the breaching party fails to cure such breach within 15 days after receipt of written notice specifying the breach.

Upon termination, Provider shall deliver all completed Deliverables and Client shall pay Provider for all work performed through the effective date of termination, including any non-cancellable third-party costs.

CONFIDENTIALITY

For 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. Confidential Information does not include information that (a) is or becomes publicly available through no fault of the receiving party; (b) was known to the receiving party prior to disclosure; (c) is rightfully received from a third party without breach; or (d) is independently developed without use of the disclosing party's Confidential Information.

The receiving party shall hold Confidential Information in strict confidence and shall not disclose it to any third party except to its employees, agents, or contractors who need to know for performance of this Agreement and who are bound to maintain confidentiality. The obligations in this Section shall continue for a period of following termination or expiration of this Agreement.

INTELLECTUAL PROPERTY; LICENSES

Unless otherwise agreed in writing, Provider grants to Client a non-exclusive, worldwide, royalty-free license to use the Deliverables solely for Client's business promotion as set forth in the Scope of Work. Provider warrants that it has the right to grant such license and that the Deliverables do not infringe third-party intellectual property rights. Provider may retain ownership of underlying raw files, templates, and Provider pre-existing materials, subject to the license granted to Client.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party shall indemnify, defend and hold harmless the other party from and against any claims, liabilities, losses, and expenses arising from the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement. EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EACH PARTY FOR DIRECT DAMAGES SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT UNDER THIS AGREEMENT.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflicts of law principles. Venue for any dispute shall be in the state and federal courts located in that jurisdiction.

ENTIRE AGREEMENT; AMENDMENT

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

NOTICES

Notices shall be in writing and delivered by hand, certified mail, or overnight courier to the addresses set forth above or such other address as a party may specify in writing.

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