Business Reputation Management Template

BUSINESS REPUTATION MANAGEMENT AGREEMENT

This Business Reputation Management Agreement (the Agreement) is entered into effective as of between Client Name: , Address: , and Service Provider Name: , Address: .

WHEREAS

WHEREAS, the Client seeks to improve and protect its online reputation, public perception, and search engine presence through strategic reputation management services; and

WHEREAS, the Service Provider represents that it has the experience, personnel, and tools necessary to provide reputation management services including monitoring, content development, review management, removal or suppression efforts where lawful, and strategic communications; and

WHEREAS, the parties desire to set forth the terms and conditions under which the Service Provider will perform such services for the Client.

SCOPE OF WORK

PAYMENT TERMS

Client shall pay Provider for services as follows. All sums are stated in U.S. dollars unless otherwise agreed in writing.

Invoices are due within days of receipt. Late payments shall accrue interest at per month (or the maximum permitted by law), and Provider may suspend services for overdue accounts after providing five (5) days' written notice.

TERM AND TERMINATION

The term of this Agreement begins on Start Date: and, unless earlier terminated in accordance with this Agreement, ends on End Date: .

Either party may terminate this Agreement without cause by giving the other party no less than days' prior written notice. Either party may terminate immediately for material breach by the other party that is not cured within fifteen (15) days of written notice specifying the breach. Upon termination, Client shall pay Provider for all services performed and expenses incurred through the effective date of termination.

CONFIDENTIALITY

Each party acknowledges that it may receive Confidential Information of the other party. "Confidential Information" includes non-public business information, customer lists, proprietary tools, data, strategies, and campaign analytics. The receiving party shall: (i) maintain confidentiality using at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (ii) use Confidential Information solely to perform its obligations under this Agreement; and (iii) not disclose Confidential Information to third parties except to employees, contractors, or advisors on a need-to-know basis who are bound by confidentiality obligations no less protective than those herein.

Confidentiality obligations shall continue for years following termination, except for trade secrets which shall remain protected for as long as such information qualifies as a trade secret under applicable law. Exceptions apply to information that is (a) publicly known other than by breach; (b) lawfully received from a third party without restriction; or (c) independently developed by the receiving party.

INTELLECTUAL PROPERTY AND DATA

Unless otherwise agreed in writing, Provider grants Client a non-exclusive, worldwide, perpetual license to use final deliverables created and paid for under this Agreement. Provider retains ownership of pre-existing tools, templates, methodologies, algorithms, and aggregated or anonymized data. Client grants Provider a limited, revocable license to use Client's name, logos, and materials strictly to perform the services. Provider will comply with applicable data protection laws in connection with processing Client data.

LIMITATION OF LIABILITY; INDEMNIFICATION

Except for willful misconduct or gross negligence, neither party shall be liable to the other for indirect, incidental, special, or consequential damages, including lost profits. Client shall indemnify, defend, and hold Provider harmless from claims arising out of Client-provided content, unlawful instructions, or Client's failure to obtain consents. Provider shall indemnify Client for third-party claims arising from Provider's breach of intellectual property warranties.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties consent to the exclusive jurisdiction of the state and federal courts located in that state for disputes arising from this Agreement.

ENTIRE AGREEMENT

This Agreement, including all exhibits and written attachments, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior or contemporaneous oral or written agreements. Any modification or amendment must be in writing signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is found invalid or unenforceable, the remaining provisions shall remain in full force and effect. Notices shall be in writing and delivered to the addresses set forth above or to such other address as a party designates in writing.

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