Business Story Document

BUSINESS STORY DOCUMENT

This Business Story Agreement (the "Agreement") is entered into by and between:

Effective Date: . Company is sometimes referred to herein as "Company" and Story Provider as "Provider."

RECITALS

WHEREAS, Company is engaged in the business of and desires to document and publish a narrative account of the Company's history, mission, operations and distinctive market proposition (the "Business Story");

WHEREAS, Provider is in the business of preparing, drafting and producing authorized narrative stories, brand histories, and related creative materials and has agreed to prepare the Business Story for Company on the terms set forth in this Agreement;

WHEREAS, the parties wish to set forth their respective obligations, deliverables, payment terms, confidentiality obligations and other contractual provisions governing the creation, review, delivery and use of the Business Story.

SCOPE OF WORK

Provider shall prepare and deliver a written Business Story describing Company's origin, development, operations, leadership, milestones and strategic vision, together with up to two rounds of revisions as provided herein. Deliverables include final written narrative and associated executive summary, formatted for print and digital distribution as agreed.

PAYMENT TERMS

As consideration for the Services, Company shall pay Provider the fees and reimbursements set forth below. All amounts denominated in U.S. dollars unless otherwise stated.

Deposit Due Date: . Remaining balance due in accordance with the following schedule and upon Company acceptance of final deliverables:

Late payments shall incur interest and fees as specified below. Provider may suspend delivery of Services for non‑payment in accordance with this Agreement.

TERM AND TERMINATION

This Agreement commences on the Start Date and, unless earlier terminated in accordance with this section, expires on the End Date.

Either party may terminate this Agreement for material breach by the other party if such breach remains uncured for the number of days specified above following written notice. Provider may also terminate immediately if Company becomes insolvent, ceases operations, or breaches payment obligations.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other, whether oral, written or electronic, that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including business plans, customer lists, financial information, and proprietary processes. Provider acknowledges that Company may disclose proprietary and trade secret information in the course of preparing the Business Story.

Each party shall: (a) hold Confidential Information in confidence using at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; (b) not disclose Confidential Information to any third party except as permitted by this Agreement; and (c) use Confidential Information solely to perform its obligations under this Agreement. Provider shall not publish or distribute any Confidential Information except as expressly authorized in writing by Company.

Notwithstanding the foregoing, Confidential Information does not include information that: (i) is or becomes public through no breach of this Agreement; (ii) was rightfully known to the receiving party prior to disclosure; (iii) is independently developed without use of the other party's Confidential Information; or (iv) is required to be disclosed by law, provided the disclosing party gives prompt notice to the other party and cooperates in seeking confidential treatment or a protective order.

INTELLECTUAL PROPERTY AND USAGE

Unless otherwise agreed in writing, Provider assigns to Company all right, title and interest in and to the final written Business Story delivered under this Agreement, subject to Company's payment of fees in full. Provider retains the right to include the Business Story in Provider's portfolio and marketing materials provided that no Confidential Information is disclosed and Company approval is obtained for any excerpts that would reveal confidential business details.

REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder. Provider represents that the Business Story will be original to Provider and will not knowingly infringe the rights of third parties.

LIMITATION OF LIABILITY

Except for breaches of confidentiality or indemnifiable third-party claims, neither party will be liable for consequential, incidental, special or punitive damages. The aggregate liability of Provider for any claim arising out of or relating to this Agreement will not exceed the total fees actually paid by Company to Provider under this Agreement.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles.

ENTIRE AGREEMENT

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

NOTICES

All notices required or permitted under this Agreement must be in writing and delivered to the addresses set forth below or to such other address as a party may designate in writing. Notice is effective upon receipt.

MISCELLANEOUS

The parties agree that any dispute will first be attempted to be resolved through good faith negotiation. If unresolved, disputes will be resolved by the courts located in the governing state named above. If any provision of this Agreement is held to be invalid or unenforceable, the remainder of the Agreement will remain in full force and effect.

Each person signing this Agreement on behalf of an entity represents and warrants that they have been duly authorized to execute this Agreement.

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