Communications Agreement

COMMUNICATIONS AGREEMENT

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

Client Name:     Service Provider Name:

Client Address:

Service Provider Address:

RECITALS

WHEREAS, Client desires to engage Service Provider to perform communications planning, messaging, and related services, and Service Provider has represented that it has the experience and capability to provide such services in accordance with the terms set forth herein; and

WHEREAS, the parties intend by this Agreement to set forth the scope, deliverables, compensation, confidentiality obligations, and other terms governing Service Provider’s provision of communications services to Client.

SCOPE OF WORK

Service Provider will perform the communications services described below. The description of services, deliverables, timelines and any performance standards shall be as follows:

PAYMENT TERMS

Client shall pay Service Provider the compensation described below in consideration for the performance of the Scope of Work. All fees are exclusive of applicable taxes unless otherwise stated.

TERM AND TERMINATION

This Agreement commences on and continues until unless earlier terminated in accordance with this Section.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by a party 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 includes, without limitation, business plans, communications strategies, drafts, media lists, pricing, and client data.

Each party agrees: (a) to maintain the confidentiality of the other party's Confidential Information using at least the same degree of care it uses to protect its own confidential information (but no less than reasonable care); (b) not to use Confidential Information for any purpose other than performing obligations under this Agreement; and (c) not to disclose Confidential Information to any third party except to those employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein.

Upon termination or written request, the receiving party shall return or destroy Confidential Information as directed and provide written certification of such return or destruction within a reasonable period.

INTELLECTUAL PROPERTY AND USAGE

Unless otherwise agreed in writing, Client retains ownership of its pre-existing intellectual property and Service Provider retains ownership of any pre-existing materials. Client is granted a limited, non-exclusive, non-transferable license to use materials and deliverables produced by Service Provider for the purposes set forth in this Agreement. Any third-party materials incorporated into deliverables will be subject to their respective licenses and Client is responsible for any required third-party fees.

WARRANTIES; LIMITATION OF LIABILITY

Each party represents that it has the authority to enter into this Agreement. Service Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED, NEITHER PARTY MAKES ANY OTHER WARRANTIES, AND IN NO EVENT WILL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF SERVICE PROVIDER FOR CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE SIX MONTHS PRECEDING THE CLAIM.

GOVERNING LAW

This Agreement will 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 courts located in that State for resolution of disputes arising out of this Agreement.

MISCELLANEOUS

Assignment: Neither party may assign this Agreement without the prior written consent of the other, except that a party may assign to an acquirer of substantially all of its assets or equity.

Independent Contractor: Service Provider is an independent contractor and nothing in this Agreement creates an employment, partnership, or agency relationship.

ENTIRE AGREEMENT

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

NOTICES

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