Client Testimonial Proposal

CLIENT TESTIMONIAL PROPOSAL

This Client Testimonial Proposal (the "Proposal") is made effective as of by and between Client Name: , located at (the "Client"), and Provider Name: , located at (the "Provider").

WHEREAS

WHEREAS, the Provider seeks to obtain certain testimonial materials from the Client describing the Client's experience with Provider's services or products; and

WHEREAS, the Client is willing to provide a testimonial under the terms set forth in this Proposal, including the grant of rights to use such testimonial for marketing and promotional purposes; and

WHEREAS, the parties intend for this Proposal to memorialize the scope, compensation, and legal terms governing the submission, approval and use of the testimonial materials.

SCOPE OF WORK

Format: Written Video Audio

Intended length/wordcount or duration:    Review period for Client approval:

GRANT OF RIGHTS

Upon delivery and final approval (as specified herein), the Client hereby grants the Provider a perpetual, Non‑exclusive Exclusive license to reproduce, distribute, display, modify, and otherwise use the testimonial, name, likeness and company logo in connection with Provider's marketing, promotional, advertising and sales activities, throughout the world and in any media now known or hereafter devised.

Restrictions on use (if any):

PAYMENT TERMS

Invoices due within days of invoice. Late fee:

TERM AND TERMINATION

Term Commencement Date: . Term End Date (if any):

Either party may terminate this Proposal for material breach if the breaching party fails to cure within after written notice. Termination for convenience requires advance written notice.

CONFIDENTIALITY

The parties acknowledge that certain information exchanged in connection with this Proposal may be confidential. Each party shall hold in confidence and not disclose Confidential Information of the other party, except as required by law or as necessary to exercise rights under this Proposal. Confidential Information does not include information that is or becomes publicly available through no fault of the receiving party or is independently developed.

The Client acknowledges that the Provider may use non‑confidential portions of the testimonial for marketing and that any confidential business information intended to be protected must be specifically identified in writing as confidential:

REPRESENTATIONS, WARRANTIES AND INDEMNIFICATION

The Client represents and warrants that the testimonial will be truthful, will not infringe third party rights, and that the Client has full right, power and authority to grant the rights granted herein. The Client will indemnify and hold harmless the Provider from any claims, liabilities, losses, damages and expenses arising from breach of the foregoing representations and warranties.

GOVERNING LAW

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

ENTIRE AGREEMENT

This Proposal, together with any attachments or schedules signed by the parties, constitutes the entire agreement between the parties with respect to the testimonial and supersedes all prior and contemporaneous agreements, understandings and representations. Any amendment or waiver must be in writing and signed by an authorized representative of each party.

ADDITIONAL TERMS

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