Content Creation Services Agreement

CONTENT CREATION SERVICES AGREEMENT

This Content Creation Services Agreement (the Agreement) is made and entered into as of by and between:

RECITALS

WHEREAS, Provider is engaged in the business of creating original content including but not limited to written articles, social media posts, images, video, and other multimedia materials (Content); and

WHEREAS, Client desires to engage Provider to create Content for Client pursuant to the terms and conditions set forth in this Agreement, and Provider is willing to provide such services on the terms set forth herein.

NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties agree as follows:

SCOPE OF WORK

Provider will produce Content described below and deliver such Content in accordance with the delivery schedule, format, and acceptance criteria set forth in this Agreement.

PAYMENT TERMS

Client shall pay Provider for the Services as follows:

Unpaid amounts shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. Client is responsible for all reasonable collection costs, including attorneys' fees, for overdue amounts.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Provider assigns to Client all right, title and interest in and to the final deliverables created specifically for Client under this Agreement (Deliverables), including all copyrights and moral rights to the extent assignable. Provider retains the right to use non-confidential elements of the Deliverables and general skills, know-how and experience for other projects, provided that such use does not disclose Client Confidential Information or Deliverables prior to Client's public release.

Third-party materials, stock assets, or licensed software incorporated in Deliverables remain subject to the underlying license terms; Provider shall disclose such materials and secure appropriate licenses on behalf of Client where required and invoice Client for any third-party license fees.

CONFIDENTIALITY

Each party (Receiving Party) shall hold in confidence and not disclose to any third party any confidential or proprietary information disclosed by the other party (Disclosing 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). Confidential Information does not include information that: (a) is or becomes publicly known through no breach by Receiving Party; (b) is rightfully received from a third party without restriction; (c) is independently developed by Receiving Party without reference to Disclosing Party's Confidential Information; or (d) is required to be disclosed by law with prompt notice to Disclosing Party.

Upon termination or request, Receiving Party will return or destroy Disclosing Party's Confidential Information and certify such return or destruction. Confidentiality obligations shall survive termination for a period of three (3) years, except for trade secrets which shall be protected for as long as they remain trade secrets under applicable law.

TERM AND TERMINATION

This Agreement shall commence on and, unless earlier terminated as provided herein, shall continue until .

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate immediately for material breach by the other party if such breach remains uncured for fifteen (15) days after written notice specifying the breach. Upon termination, Client shall pay Provider for all Services performed and expenses incurred through the effective date of termination.

INDEPENDENT CONTRACTOR

Provider is an independent contractor. Nothing in this Agreement creates an employer-employee, partnership, joint venture, or agency relationship between the parties. Provider is responsible for all taxes and withholdings related to fees paid under this Agreement.

WARRANTIES; INDEMNIFICATION; LIABILITY

Provider warrants that Deliverables will be original and not infringe third-party intellectual property rights, except to the extent third-party materials are provided by Client. Provider will, at its expense, defend and indemnify Client against third-party claims of infringement arising from Provider's unlicensed materials. Client will indemnify Provider for claims arising from Client-provided materials, misinformation, or instructions. EXCEPT FOR WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES; LIABILITY SHALL BE LIMITED TO AMOUNTS PAID UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The parties consent to the exclusive jurisdiction of the state and federal courts located in that state for resolution of disputes.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any scopes of work and exhibits executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior agreements and understandings, whether written or oral. This Agreement may be amended only by a written instrument signed by both parties.

MISCELLANEOUS

Notices shall be given in writing and delivered to the addresses set forth above or to such other address as a party may designate in writing. 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 do not affect interpretation.

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