Business Producing Document

BUSINESS PRODUCING DOCUMENT

This Business Producing Document ("Agreement") is entered into between the parties identified below on the Effective Date. Client Name: and Producer Name:

Parties and Contact Information

Recitals

WHEREAS, Client requires the creation, preparation and delivery of business documents, materials, and related services as described in this Agreement; and

WHEREAS, Producer has the expertise, personnel and resources necessary to produce the requested documents and agrees to provide such work under the terms set forth below; and

NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, the parties agree as follows.

Scope of Work

Producer shall provide document production services including drafting, editing, formatting, and delivery of the deliverables described below. The scope and acceptance criteria are set forth in the Scope of Work section and any attached schedules.

Payment Terms

Client shall pay Producer compensation in accordance with the terms below. All amounts are payable in lawful currency of the United States unless otherwise agreed in writing.

All invoices shall include reasonable detail of services rendered and applicable expenses. Unless otherwise specified in writing, Client shall reimburse Producer for pre-approved, reasonable out-of-pocket expenses incurred in performance of the Scope of Work.

Term and Termination

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective termination date. Termination for material breach may be immediate if the breaching party fails to cure within 15 days of written notice of such breach.

Upon termination, Client shall pay Producer for all services performed and reasonable expenses incurred through the date of termination and for accepted deliverables. Producer shall deliver to Client all completed work and a reasonable summary of work in progress necessary for Client to transition work to another provider.

Confidentiality

"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. Each party shall: (a) use Confidential Information solely to perform obligations under this Agreement; (b) protect Confidential Information with at least the same degree of care as it protects its own confidential information but no less than reasonable care; and (c) not disclose Confidential Information to third parties except as required by law or with the disclosing party's prior written consent.

Confidential Information does not include information that: (i) is or becomes publicly known through no breach of this Agreement; (ii) is rightfully received from a third party without confidentiality obligations; (iii) is independently developed without use of the other's Confidential Information; or (iv) was known to the receiving party prior to disclosure as demonstrated by written records.

Intellectual Property

Unless otherwise agreed in writing, Producer grants Client a nonexclusive, perpetual, worldwide license to use the final deliverables produced hereunder for Client's internal business purposes. If any deliverable constitutes a "work made for hire" under applicable law, ownership vests in Client upon full payment. To the extent ownership in any deliverable does not automatically vest in Client, Producer hereby assigns all right, title and interest in such deliverables to Client upon final payment, subject to Producer's rights in pre-existing materials and Producer tools as set forth below.

Producer retains ownership of its pre-existing intellectual property and general know-how used in performance. Producer grants Client a nonexclusive license to such pre-existing materials only to the extent incorporated in delivered work.

Representations, Warranties and Indemnity

Each party represents that it has the authority to enter into this Agreement. Producer warrants that delivered materials will materially conform to the agreed scope and that Producer has the right to grant the rights granted herein. Except for the foregoing warranty, the services and deliverables are provided "AS IS" and Producer disclaims all other warranties, express or implied. Client shall indemnify and hold harmless Producer from claims arising from Client-provided content or Client's misuse of deliverables. Producer shall indemnify Client for direct third-party claims alleging Producer infringed a third party's intellectual property rights to the extent caused by Producer's materials.

Limitation of Liability

Except for liability arising from a party's willful misconduct or indemnity obligations for intellectual property infringement, neither party's aggregate liability under this Agreement shall exceed the amounts paid or payable by Client to Producer under this Agreement in the twelve (12) months preceding the claim.

Governing Law; Dispute Resolution

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 shall attempt in good faith to resolve disputes promptly by negotiation. If negotiation fails, disputes shall be resolved in the state or federal courts located in the specified state.

Entire Agreement; Amendment

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

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except to a successor in interest in connection with a merger or sale of substantially all assets.

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