Business PRS Template

BUSINESS PRS TEMPLATE

This Business PRS Agreement ("Agreement") is made as of Agreement Date: by and between Client Name: and Provider Name: .

RECITALS

WHEREAS, Client operates a business requiring public relations, press-release, and communications strategy services (collectively, the "Services"); and

WHEREAS, Provider represents that it possesses the expertise, personnel, and resources necessary to perform the Services and desires to provide such Services to Client on the terms and conditions set forth herein; and

WHEREAS, the parties desire to set forth their respective duties, compensation, confidentiality obligations and other terms governing their relationship.

SCOPE OF WORK

PAYMENT TERMS

Invoices shall be rendered by Provider in accordance with the Payment Schedule. Payment is due within days of invoice receipt. Late payments shall accrue interest at a rate of or the maximum rate permitted by law, whichever is lower.

TERM AND TERMINATION

Commencement Date:    Termination Date (if applicable):

Either party may terminate this Agreement for convenience upon written notice given at least days to the other party. Either party may terminate for material breach upon written notice if the breach is not cured within thirty (30) days after receipt of notice of breach. Termination shall not relieve Client of payment for Services rendered and expenses incurred through the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by one party to the other, whether oral, written, electronic or otherwise, 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. Provider shall hold Confidential Information in strict confidence, shall not disclose it to third parties except as permitted herein, and shall use it solely for the performance of the Services. Provider shall implement reasonable safeguards to protect Confidential Information consistent with industry standards.

REPRESENTATIONS, WARRANTIES AND INDEMNIFICATION

Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder. Provider warrants that the Services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards. Provider shall indemnify, defend and hold harmless Client from and against third-party claims arising out of Provider's gross negligence or willful misconduct in connection with the Services, subject to the limitations below.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including its Schedules and attachments if any, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

NOTICES

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties are independent contractors and nothing in this Agreement creates an employment, partnership or joint venture relationship. Neither party may assign this Agreement without the prior written consent of the other, except that Provider may assign to an affiliate or in connection with a sale of substantially all of its assets.

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