Business PR Document

Business PR Document

This Public Relations Services Agreement (the Agreement) is entered into as of by and between Client Name: and PR Agency Name: .

WHEREAS

WHEREAS, Client is engaged in the business of providing goods and/or services and desires to retain the Agency to provide public relations and communications services in support of Client's business objectives; and

WHEREAS, Agency represents that it has the experience, personnel and expertise to perform PR services and is willing to provide such services to Client on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties wish to set forth herein the scope, compensation, and other terms concerning Agency’s engagement.

Scope of Work

Agency shall perform the services described above (the Services) in a professional and workmanlike manner, using personnel of suitable skill and experience. Agency shall, as part of the Services, prepare press materials, media outreach, media training, and coordinate press events as reasonably required and as further specified in the Services description.

Payment Terms

Client shall pay all undisputed invoices within days of receipt. Late payments shall accrue interest at the rate of % per month (or the maximum rate permitted by law), plus any costs of collection, including reasonable attorneys’ fees.

Term and Termination

This Agreement shall commence on and continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for cause upon written notice if the other party materially breaches this Agreement and fails to cure such breach within the notice period specified above. Client may terminate for convenience upon providing the notice required above, subject to payment for Services performed and non-cancellable commitments made by Agency prior to termination.

Confidentiality

Each party shall maintain as confidential all non-public information disclosed by the other party that is clearly 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"). Confidential Information shall not include information that is or becomes publicly known through no breach of this Agreement by the receiving party, is lawfully received from a third party without restriction, or is independently developed without use of the other party's Confidential Information.

The receiving party shall not disclose or use Confidential Information except as necessary to perform obligations under this Agreement and shall return or destroy Confidential Information upon termination or expiration of this Agreement, except as required by law.

Intellectual Property; Work Product

Subject to Client’s payment in full of all fees due to Agency, Agency hereby assigns to Client all right, title and interest in and to original materials and deliverables specifically created by Agency under this Agreement (Work Product). Agency retains the right to use general skills, knowledge and methodologies developed in the course of performing the Services, and Agency shall retain ownership of pre-existing materials and templates used in creating Work Product, except to the extent expressly assigned to Client hereunder.

Representations; Compliance

Each party represents and warrants that it has full power and authority to enter into this Agreement and that its performance will comply with applicable laws, rules and regulations. Agency represents that it will not make false or misleading statements in any press communications and will comply with applicable advertising and disclosure laws in any endorsements or sponsored content.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that jurisdiction for disputes arising out of this Agreement.

Entire Agreement

This Agreement, including all schedules and attachments hereto, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, understandings and representations, whether oral or written. No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties.

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Client may assign to an affiliate or successor by operation of law.

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