Business Spotlight Document

BUSINESS SPOTLIGHT AGREEMENT

Effective Date:

Parties

WHEREAS

WHEREAS, Client is engaged in providing goods and/or services to the public and desires promotional exposure to increase market visibility; and

WHEREAS, Provider offers editorial and promotional services including written profiles, photography, and distribution through Provider's channels; and

WHEREAS, Client and Provider desire to set forth the terms under which Provider will prepare and publish a business spotlight concerning Client on the Effective Date stated above.

Scope of Work

Provider will perform the services described below. Provider's obligations are limited to the services expressly set forth herein. Any additional services will require a written amendment signed by both parties.

Deliverables (select all that apply):

Payment Terms

Client agrees to pay Provider the fees set forth below in consideration for the services and deliverables described in this Agreement.

Term and Termination

This Agreement commences on the Start Date and continues until the End Date unless earlier terminated in accordance with this Agreement.

Start Date:

End Date:

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within the stated notice period. Provider may suspend services if payment is more than 15 days past due.

Confidentiality

Each party acknowledges that in the course of performance it may receive Confidential Information of the other party. "Confidential Information" means non-public business, financial, marketing, product, trade secret, technical and customer information disclosed in any form. Each party shall: (a) hold Confidential Information in strict confidence; (b) not disclose it to third parties except to those employees, contractors, and agents who have a need to know and are bound by confidentiality obligations no less protective than this Agreement; and (c) use Confidential Information solely to perform obligations under this Agreement. Confidentiality obligations shall survive termination for a period of months.

Intellectual Property and License

Client retains ownership of its pre-existing intellectual property. Client grants Provider a non-exclusive, royalty-free license to use Client's trademarks, logos, and provided materials solely to create, publish, and distribute the Spotlight during the Term. Provider retains ownership of Provider-created editorial content and creative materials, subject to the license granted below.

License to Client: Provider grants Client a non-exclusive, non-transferable license to use the published Spotlight content for Client's promotional purposes in perpetuity, provided Client attributes Provider as the source where applicable.

Permission to use logos and images: Client grants Provider permission to use Client's logos Client grants Provider permission to use Client-provided images

Indemnification

Each party agrees to indemnify, defend and hold harmless the other party from and against any third-party claims, liabilities, losses and expenses (including reasonable legal fees) arising out of the indemnifying party's breach of this Agreement, negligent acts, omissions or willful misconduct. Client represents that materials provided to Provider do not infringe third-party rights.

Governing Law; Venue

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located within that state for disputes arising under or related to this Agreement.

Entire Agreement; Amendment

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

If any provision of this Agreement is held to be invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect, and the parties shall negotiate in good faith to replace the invalid or unenforceable provision with a valid provision that, to the extent possible, achieves the parties' original intent.

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