Business PRFO Document

Business PRFO Document

This Business PRFO Document ("Agreement") is entered into as of , by and between Client Name: and Service Provider Name: .

RECITALS

WHEREAS, Client desires to retain Service Provider to perform public relations, fundraising operations, outreach and related professional services described herein (the "Services"); and

WHEREAS, Service Provider represents that it possesses the necessary expertise, personnel, and resources to perform the Services in accordance with the terms of this Agreement; and

WHEREAS, the parties wish to set forth their respective rights and obligations with respect to the Services and related payment, confidentiality, and termination provisions.

SCOPE OF WORK

The Services shall include, without limitation, strategic media relations, press release drafting and distribution, stakeholder engagement, donor communications support, campaign planning, and other agreed activities. Service Provider shall perform the Services in a timely, professional manner consistent with industry standards and applicable laws.

PAYMENT TERMS

Unless otherwise agreed in writing, Client shall pay Service Provider in accordance with the Payment Schedule. All invoices are due within the period specified in the Payment Schedule. If Client fails to pay any undisputed invoice within the agreed terms, Client shall be liable for a late fee of % per month on the outstanding balance, or the maximum allowed by law if lower. Service Provider reserves the right to suspend Services for unpaid invoices after ten (10) days' written notice.

TERM AND TERMINATION

This Agreement shall commence on the Start Date: and end on the End Date: , unless earlier terminated pursuant to this Section.

Either party may terminate this Agreement for cause if the other party materially breaches a material provision of this Agreement and fails to cure such breach within the notice period specified above. Termination shall not relieve Client of its obligation to pay for Services performed and expenses incurred through the effective date of termination. Upon termination, Service Provider will deliver final work product and an invoice for all unpaid fees and expenses.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means all non-public information disclosed by one party to the other in connection with the Services, including but not limited to strategic plans, donor lists, pricing, technical data, and proprietary methodologies. Each receiving party shall: (a) hold Confidential Information in strict confidence; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) restrict disclosure of Confidential Information to employees or contractors with a need to know and subject to confidentiality obligations no less protective than those set forth herein.

Confidential Information does not include information that: (i) is or becomes publicly available other than through a breach of this Agreement; (ii) was known to the receiving party without restriction prior to disclosure; (iii) is rightfully obtained from a third party without breach of an obligation of confidentiality; or (iv) is independently developed without use of the disclosing party's Confidential Information. The obligations in this section shall survive termination of this Agreement for a period of three (3) years, except with respect to trade secrets, which shall survive for as long as the information remains a trade secret under applicable law.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the Governing State specified above, without regard to its conflict of laws principles. The parties agree to attempt to resolve disputes in good faith through negotiation; if unresolved within thirty (30) days, disputes shall be resolved by binding arbitration in accordance with the rules mutually agreed by the parties, or, if no such agreement is reached, in a forum consistent with the Governing State's arbitration statutes.

ENTIRE AGREEMENT; AMENDMENTS

This Agreement, including all schedules and exhibits attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. Any amendment or modification of this Agreement shall be effective only if in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, sale of substantially all of its assets, or other change of control provided that the assignee agrees in writing to be bound by the terms of this Agreement. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect.

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