Business Pub Agreement

BUSINESS PUB AGREEMENT

This Business Pub Agreement (the "Agreement") is entered into as of by and between:

RECITALS

WHEREAS, Publisher is engaged in the business of creating, editing and distributing published materials and related promotional content; and

WHEREAS, Client desires to retain Publisher to prepare, publish, and distribute a business publication or promotional publication described herein in accordance with the terms and conditions set forth in this Agreement; and

WHEREAS, Publisher is willing to perform such services and grant specified rights to Client on the terms set forth below.

SCOPE OF WORK

Publisher shall provide the services and deliverables described below. Publisher shall exercise commercially reasonable efforts to meet any agreed schedule and specifications.

PAYMENT TERMS

Client shall pay Publisher the fees set forth below in consideration for the Services. All amounts expressed are in U.S. dollars unless otherwise stated.

Invoices are due within days of invoice date. Late payments shall accrue interest at or the maximum rate permitted by law, whichever is less. Client is responsible for any reasonable collection costs, including attorneys' fees.

TERM AND TERMINATION

This Agreement shall commence on the Start Date and continue until the Completion Date unless earlier terminated in accordance with this section.

Start Date:    End Date:

Either party may terminate this Agreement for material breach by the other party if the breach remains uncured for a period of days after written notice. Either party may terminate for convenience upon days' prior written notice to the other party. Upon termination, Client shall pay Publisher for all services performed and expenses incurred through the effective date of termination.

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 its obligations under this Agreement; (b) limit disclosure to employees, contractors, or agents who have a need to know and are bound by confidentiality obligations no less restrictive than those herein; and (c) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

Confidential Information does not include information that: (i) is or becomes publicly available other than by breach; (ii) was known to the receiving party without restriction prior to disclosure; (iii) is received 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.

INTELLECTUAL PROPERTY

Subject to Client's payment of all fees due under this Agreement, Publisher hereby grants Client a non-exclusive, worldwide license to use, reproduce, and distribute the final published materials as delivered for Client's internal and promotional business purposes, unless otherwise agreed in writing. Publisher retains all underlying rights, including copyright, in original works, drafts, and editorial content created by Publisher, except as expressly assigned in writing.

REPRESENTATIONS, WARRANTIES & INDEMNIFICATION

Each party represents and warrants that it has the full corporate power and authority to enter into this Agreement and to perform its obligations hereunder. Publisher represents that to the best of its knowledge the materials provided will not infringe third-party intellectual property rights. Client represents that any materials, trademarks, logos, or information provided to Publisher do not violate the rights of third parties.

Each party shall indemnify, defend and hold harmless the other party from and against any losses, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising from any breach of the foregoing representations and warranties, except to the extent caused by the indemnitee's gross negligence or willful misconduct.

LIMITATION OF LIABILITY

Except for indemnification obligations or a party's gross negligence or willful misconduct, neither party shall be liable to the other for consequential, incidental, special, punitive or exemplary damages, even if advised of the possibility of such damages. The aggregate liability of either party for any claim arising out of this Agreement shall not exceed the total fees paid by Client to Publisher under this Agreement in the twelve (12) months preceding the claim.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above, or to such other address as a party may designate in writing, and shall be deemed given upon personal delivery, three (3) days after deposit in the U.S. mail, postage prepaid, or upon confirmed delivery by overnight courier.

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 laws principles. Exclusive jurisdiction for disputes arising under this Agreement shall lie in the state or federal courts located in that state.

ENTIRE AGREEMENT

This Agreement, together with all schedules, appendices and written attachments executed by the parties, 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. Any modification to this Agreement must be in writing and signed by authorized representatives of both parties.

The parties acknowledge that the person signing below on behalf of each party has the authority to bind that party.

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