Business Wire Document

BUSINESS WIRE DOCUMENT

Parties and Effective Date

Effective Date:

Recitals

WHEREAS, Client desires to engage Provider to prepare, distribute and monitor a business wire (the "Wire") announcing Client's commercial information, and Provider is willing and able to provide such services under the terms set forth herein; and

WHEREAS, Provider represents that it has the expertise, distribution relationships and personnel necessary to prepare and disseminate the Wire in accordance with the Scope of Work and the standards of the trade; and

WHEREAS, the parties wish to set forth their respective rights and obligations with respect to preparation, distribution, payment and confidentiality related to the Wire.

Scope of Work

Provider shall provide the following services in connection with the Wire. Provider will prepare text, obtain any agreed images or attachments, distribute to agreed newswire channels, and provide a distribution confirmation report. Substantive changes to the Wire after approval may require additional fees as set forth in Payment Terms.

Distribution Channels (select all applicable): Broadcast Wire Online News Syndication Targeted Journalist Outreach

Payment Terms

Client shall pay Provider the fees described below for services rendered under this Agreement. All fees are due in United States dollars unless otherwise agreed in writing.

Invoices shall be issued in accordance with the Payment Schedule. Unless otherwise stated on the invoice, amounts are due within days of invoice date.

Late Fee: Payments not received when due shall accrue interest at the lesser of (a) per month, or (b) the maximum rate permitted by law, plus a fixed late charge of .

Term and Termination

Term: This Agreement commences on and continues until unless earlier terminated as provided herein.

Termination: Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within days after written notice. Either party may terminate for convenience with days' prior written notice. Termination shall not relieve Client of obligation to pay for services performed or non-cancellable fees incurred prior to termination.

Confidentiality

Each party (the "Recipient") shall hold in confidence and not use or disclose any Confidential Information of the other party (the "Discloser") except as necessary to perform its obligations under this Agreement. "Confidential Information" means non-public business, technical or financial information disclosed in oral, written or electronic form that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Exceptions: Confidential Information does not include information that (a) is or becomes generally available to the public through no fault of the Recipient; (b) was known by the Recipient prior to disclosure; (c) is received from a third party without breach of any obligation of confidentiality; or (d) is independently developed by the Recipient without use of the Discloser's Confidential Information.

Duration: The confidentiality obligations of this section shall survive termination of this Agreement for . Notwithstanding the foregoing, trade secrets shall remain protected for so long as they qualify as trade secrets under applicable law.

Intellectual Property and Usage

Client grants Provider a non-exclusive, royalty-free right to use Client-provided materials solely to perform the services. Provider grants Client a non-exclusive license to use the final text of the Wire for Client's business purposes. Provider retains ownership of Provider's pre-existing materials, templates and methodologies. Any third-party materials used in the Wire must be licensed by Client or the parties shall agree in writing to any additional fees required for licenses.

Indemnification and Limitation of Liability

Indemnification: Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising from the indemnitor's breach of this Agreement, willful misconduct or gross negligence. The indemnified party shall provide prompt written notice of any claim and cooperate in the defense.

Limitation of Liability: EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF CONFIDENTIALITY, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, AND THE AGGREGATE LIABILITY OF EITHER PARTY FOR ANY CLAIM ARISING UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT IN THE 12 MONTHS PRECEDING THE CLAIM.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by certified mail, overnight courier, or email with confirmation of receipt.

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 agree to attempt in good faith to resolve any dispute arising under this Agreement by negotiation. If the parties cannot resolve a dispute within 30 days, the dispute shall be submitted to binding arbitration in the county of the governing law state, and judgment on the award may be entered in any court of competent jurisdiction.

Entire Agreement and Amendments

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

Miscellaneous

Relationship of Parties: The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency or employment relationship. Assignment: Neither party may assign its rights or delegate its duties without the prior written consent of the other party, except that Provider may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

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