Business Scripts Template

BUSINESS SCRIPTS TEMPLATE

This Business Scripts Template Agreement ("Agreement") is made and entered into as of between Client Name: and Service Provider Name: .

RECITALS

WHEREAS, Client engages Service Provider to prepare, adapt and document verbal and written scripts used by Client for sales, customer support, and marketing communications, and Service Provider has the expertise and resources necessary to prepare such scripts in accordance with Client requirements; and

WHEREAS, the parties desire to set forth the scope, compensation, delivery schedule, confidentiality obligations, and other terms and conditions governing the creation, revision, and delivery of the scripts described in this Agreement.

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

1. SCOPE OF WORK

Service Provider shall develop and deliver scripts, dialogues, prompts, and supporting notes (collectively, "Scripts") as described below. The Scripts shall be prepared in plain, actionable language suitable for use by front-line personnel and automated channels, and shall conform to the brand, tone, and compliance directives provided by Client.

2. PAYMENT TERMS

Client shall pay Service Provider the fees and expenses set forth below in consideration for the performance of the Services. All fees are payable in United States dollars unless otherwise agreed in writing.

All invoiced amounts not paid within the payment period shall accrue interest or late fees as specified above. Client is responsible for any reasonable collection costs, including attorneys' fees, incurred by Service Provider to recover past-due amounts.

3. TERM AND TERMINATION

This Agreement shall commence on Start Date: and continue until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for material breach by the other party if such breach remains uncured for the notice period specified above after written notice. Upon termination, Client shall pay Service Provider for all work performed through the effective date of termination and for any non-cancellable commitments incurred by Service Provider.

4. CONFIDENTIALITY

"Confidential Information" means nonpublic information disclosed by either party that is marked confidential or that, by its nature or the circumstances of disclosure, should reasonably be understood to be confidential. Each party shall (a) hold Confidential Information in strict confidence, (b) not disclose it to any third party except as permitted by this Agreement, and (c) use it only to perform obligations under this Agreement. Confidential Information does not include information that is or becomes publicly available through no breach by the receiving party, or that is rightfully received from a third party without restriction.

Upon termination or request, the receiving party shall return or securely destroy Confidential Information and certify in writing that it has done so, except to the extent retention is required by law or for internal archival purposes subject to continued confidentiality obligations.

5. INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Service Provider grants Client a worldwide, non-exclusive, perpetual license to use, reproduce, modify, and distribute the final Scripts delivered under this Agreement for Client's internal business operations and customer-facing communications. Service Provider retains ownership of underlying methodologies, templates, and pre-existing materials; to the extent any assignment of copyright is required, such assignment shall be documented in a separate writing signed by both parties.

6. REVISIONS AND ACCEPTANCE

Client shall have the right to request reasonable revisions as specified in the Deliverables section. The number of included revision cycles is: Additional revisions beyond that number shall be billed at the hourly rate or per-item fee set forth in the payment schedule.

7. REPRESENTATIONS; INDEMNITY

Each party represents that it has the full right and authority to enter into this Agreement. Service Provider represents that the Scripts will be original and will not knowingly infringe the intellectual property rights of any third party. Service Provider shall defend and indemnify Client against third-party claims arising from Service Provider's breach of the foregoing representation, subject to Client providing prompt written notice and reasonable cooperation in the defense.

8. LIMITATION OF LIABILITY

Except for liability resulting from willful misconduct or gross negligence or for indemnity obligations, neither party shall be liable for incidental, consequential, special, or punitive damages. The aggregate liability of either party for any claim arising out of or relating to this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement during the six (6) months preceding the claim.

9. GOVERNING LAW

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

10. ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any attachments and accepted change orders, 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 written or oral. No amendment to this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

11. NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be delivered to the addresses provided below or to such other address as either party may designate by notice to the other.

MISCELLANEOUS

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions will remain in full force and effect. The failure of either party to enforce any right or remedy under this Agreement shall not constitute a waiver of that right.

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