Client Communication Circular

CLIENT COMMUNICATION CIRCULAR

Circular Number:    Effective Date:

Parties

WHEREAS

WHEREAS, Client Name: engages Service Provider: to prepare and distribute a formal communication circular to identified clients and stakeholders pursuant to the terms set forth herein.

WHEREAS, the parties desire to set forth the scope, timing, compensation and confidentiality obligations applicable to the preparation, approval and distribution of the Client Communication Circular and any attachments incorporated by reference.

Scope of Work

The Service Provider shall perform the following services (collectively, the "Services"). The Services include drafting, editing, formatting, legal and compliance review coordination, client-specific personalization where required, finalization of the circular text, and delivery to the distribution list set forth below. Services do not include litigation support, regulatory filings beyond distribution, or other services expressly excluded in writing.

Distribution and Notices

The circular shall be delivered through the methods selected below. The Service Provider shall keep records of distribution and provide a distribution log to Client upon request.

Email    Postal Mail    Client Portal Upload    Fax    Other:

Payment Terms

In consideration of the Services, Client shall pay Service Provider in accordance with the following terms.

If any undisputed amount due is not paid within days after the due date, interest will accrue at a rate of (or the maximum lawful rate, if lower). Client shall also reimburse reasonable collection costs, including attorneys' fees.

Term and Termination

This Circular Services Agreement commences on Start Date: and continues until End Date: unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon written notice no fewer than days to the other party. Either party may terminate immediately for material breach by the other party that remains uncured for 14 days after written notice of such breach.

Upon termination, Service Provider shall deliver to Client all completed work products and a final invoice for all unpaid fees and reimbursable expenses incurred through the date of termination. Payment for services performed through termination shall be due in accordance with the Payment Terms above.

Confidentiality

"Confidential Information" means all non-public information disclosed by one party (the Disclosing Party) to the other (the Receiving Party) in connection with this Agreement, whether oral, written or electronic, 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. Confidential Information does not include information that is: (a) publicly known through no breach of this Agreement; (b) rightfully received from a third party without restriction; (c) independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information; or (d) required to be disclosed by law or valid legal process, provided the Receiving Party gives prompt notice to the Disclosing Party where legally permitted.

The Receiving Party shall: (i) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (ii) use Confidential Information solely to perform its obligations under this Agreement; and (iii) limit disclosure to those employees, agents or subcontractors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein. Remedies at law may be inadequate for breach; the Disclosing Party shall be entitled to injunctive relief in addition to any other remedies.

Intellectual Property and Deliverables

Unless otherwise agreed in writing, Service Provider grants Client a perpetual, non-exclusive, worldwide license to use the final circular content and deliverables prepared under this Agreement solely for the purposes contemplated herein. Service Provider represents that it has the right to grant such license and that the deliverables will not infringe third-party intellectual property rights.

Governing Law

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

Indemnification

Each party shall defend, indemnify and hold harmless the other party, its officers, directors and employees from and against any third-party losses, liabilities, damages and expenses (including reasonable attorneys' fees) arising from the indemnifying party's gross negligence, willful misconduct, or material breach of its representations or obligations under this Agreement. Indemnification obligations are subject to the indemnified party providing prompt written notice of a claim and reasonable cooperation.

Entire Agreement

This Agreement, including any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior negotiations, understandings and agreements, whether written or oral. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous Provisions

Except as otherwise provided, neither party may assign this Agreement without the prior written consent of the other, which consent shall not be unreasonably withheld. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Headings are for convenience only and shall not affect interpretation.

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