Business USP Specification

Business USP Specification and Agreement

Parties and Effective Date

Client Name:   Client Address:

Service Provider Name:   Provider Address:

Effective Date:

Recitals

WHEREAS, Client operates a business offering goods and/or services and desires a clearly articulated Unique Selling Proposition ("USP") to differentiate the Client in the market; and

WHEREAS, Service Provider represents that it has the professional capabilities, expertise and experience to develop, document and deliver a USP Specification that identifies target audience, core benefits, differentiators and supporting proof points; and

WHEREAS, the parties wish to set forth the terms under which Service Provider will prepare and deliver the Business USP Specification and the rights and obligations of each party.

Scope of Work

Payment Terms

Total Fee:   Currency:

Late Payment Fee:   or Flat Fee:

Invoices are payable within days of invoice unless otherwise agreed in writing. Overdue amounts accrue the Late Payment Fee above and the prevailing collection costs borne by the defaulting party.

Term and Termination

Term Commencement:   Term End:

Either party may terminate this Agreement for convenience upon days prior written notice to the other party. Termination for cause may be effected immediately upon written notice where the other party materially breaches any obligation and fails to cure within 15 days following receipt of notice.

Confidentiality and Use of Information

Each party agrees that all non-public information disclosed by one party to the other in connection with this Agreement, including drafts, research, customer data, pricing, and strategic plans, shall be deemed Confidential Information and shall not be disclosed to third parties without prior written consent, except as required by law.

Notwithstanding the foregoing, Confidential Information does not include information that: (a) is or becomes publicly available through no breach of this Agreement; (b) was rightfully known to the receiving party prior to disclosure; or (c) is independently developed without use of the disclosing party's Confidential Information.

Intellectual Property; Rights to USP

Subject to full payment of all Fees due under this Agreement, Service Provider hereby assigns to Client all right, title and interest in the final USP Specification deliverable, including the exclusive right to use, reproduce, modify and exploit the USP for any commercial purpose. Service Provider retains the right to use general skills, knowledge and non-Confidential methodologies developed prior to or during the engagement.

Where third-party materials (for example, stock images or licensed content) are used, Client obtains only the rights granted by the applicable third-party license and Service Provider shall identify such materials in writing prior to final delivery.

Representations; Warranties; Liability

Each party represents that it has authority to enter into this Agreement. EXCEPT AS EXPRESSLY PROVIDED, SERVICES AND DELIVERABLES ARE PROVIDED "AS-IS" AND SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL FEES PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of without regard to conflict of laws principles. The parties will attempt in good faith to resolve disputes by negotiation prior to initiating litigation.

Entire Agreement; Amendments

This Agreement, together with any attachments and written change orders signed by both parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements, proposals and representations. Any amendment or modification must be in writing and executed by authorized representatives of both parties.

Miscellaneous Provisions

Notices shall be in writing and delivered to the addresses set forth above. If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement will remain in full force and effect.

Acceptance

The undersigned authorized representatives of the parties acknowledge they have read, understand and agree to be bound by the terms of this Agreement and accept the USP Specification as described herein.

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