Business Public Announcement

BUSINESS PUBLIC ANNOUNCEMENT AGREEMENT

Parties and Contact Information

Recitals

WHEREAS, Client Name: seeks to issue a public announcement concerning business operations, product or service information, or corporate developments as described in this Agreement; and

WHEREAS, Announcing Party Name: provides communications, public relations and distribution services and is willing to prepare and distribute the Announcement under the terms set forth below.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

Scope of Work

The Announcing Party shall prepare, review with Client, finalize and distribute a public announcement (the "Announcement") consistent with the specifications and approvals described below. The scope includes drafting, editing, coordinating approvals, and distribution to agreed media channels.

Embargo: Embargo applicable until (if no embargo, distribution may proceed upon mutual written approval).

Payment Terms

Client shall pay Announcing Party as follows. Fees cover work specifically described in the Scope of Work. Additional services requested by Client will be billed separately at the rates agreed in writing.

If Client fails to pay any undisputed invoice within the time specified above, Client shall be responsible for all reasonable costs of collection, including attorneys' fees and court costs, and interest as specified.

Term and Termination

This Agreement commences on Start Date: and, unless earlier terminated in accordance with this Section, ends on End Date: .

Either party may terminate this Agreement for material breach by the other if such breach is not cured within the notice period specified above. Termination for convenience by Client requires payment for all services performed through the effective date of termination and any non-cancellable costs reasonably incurred by the Announcing Party.

Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other in connection with this Agreement. The receiving party shall (a) use Confidential Information solely for performance under this Agreement; (b) restrict disclosure to employees, agents and subcontractors with a need to know and who are bound by confidentiality obligations no less protective than those contained herein; and (c) not disclose Confidential Information to third parties without prior written consent. Confidentiality obligations shall not apply to information that is (i) publicly known through no fault of the receiving party, (ii) already known by the receiving party without obligation of confidentiality, or (iii) required to be disclosed by law or valid court order, provided the receiving party gives prompt notice to the disclosing party when disclosure is required and cooperates in seeking protective relief.

The parties acknowledge that the Announcement may contain non-confidential elements approved for public release and that client approval is required for any content designated Confidential prior to distribution.

Authorization to Publish & Approvals

Client hereby represents and warrants that it has the authority to authorize the release of the Announcement and any materials provided to Announcing Party for publication. Client shall provide approvals in writing or by email to the Announcing Party within the timeframes set forth in the Payment Schedule or as otherwise agreed, and failure to timely provide approvals may delay distribution and extend deadlines.

Client authorizes Announcing Party to attribute the Announcement to Client unless Client provides written instructions restricting attribution.

Indemnification

Client shall indemnify, defend and hold harmless Announcing Party and its officers, directors, employees and agents from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of or related to the content of the Announcement, except to the extent such claims result solely from Announcing Party's gross negligence or willful misconduct.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to principles of conflicts of law. The parties agree to attempt in good faith to resolve disputes through negotiation prior to initiating court proceedings.

Representations and Warranties

Each party represents that it has the full corporate power and authority to enter into this Agreement and to perform its obligations hereunder. Client warrants that materials supplied to Announcing Party do not infringe third-party intellectual property rights and that all factual representations are accurate to the best of Client's knowledge.

Entire Agreement; Amendments

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings of the parties. No amendment or modification of this Agreement will be effective unless in writing and signed by duly authorized representatives of both parties.

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect. The obligations of confidentiality and indemnification shall survive termination of this Agreement for a period of two years.

Execution

The parties may execute this Agreement in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures transmitted by electronic means shall be deemed original signatures for all purposes.

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