Content Development Plan

CONTENT DEVELOPMENT PLAN

This Content Development Plan ("Plan") is entered into as of Effective Date: by and between Client Name: ("Client") and Provider Name: ("Provider").

RECITALS

WHEREAS, Client desires to retain Provider to create, manage, and deliver specified digital and editorial content in accordance with the terms of this Plan; and

WHEREAS, Provider represents that it has the skill, personnel, and resources necessary to develop content, manage editorial review, and implement distribution plans consistent with Client objectives; and

WHEREAS, the parties desire to set forth the scope, deliverables, payment terms, and governance for the content development work in this Plan.

SCOPE OF WORK

DELIVERABLES AND SCHEDULE

The following deliverables, acceptance criteria, and delivery dates are incorporated into this Plan.

PAYMENT TERMS

Client shall pay Provider for the services and deliverables described in this Plan in accordance with the terms set forth below.

All invoices are due as specified in the payment schedule. Disputed amounts must be notified in writing within ten (10) days of invoice receipt; undisputed amounts remain payable when due.

REVISIONS, ACCEPTANCE, AND CHANGE ORDERS

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, upon full payment Provider assigns to Client all right, title and interest in and to final deliverables created specifically for Client under this Plan. Provider retains ownership of pre-existing materials, tools, templates, and know-how used in the performance of services. Where third-party licensed materials are included, Provider will identify such materials and secure necessary licenses in writing.

CONFIDENTIALITY

Each party shall maintain as confidential all non-public information disclosed by the other party that is clearly 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 shall not include information that is publicly available through no breach of this Plan, independently developed without use of the other party's Confidential Information, or rightfully received from a third party without restriction.

TERM AND TERMINATION

This Plan commences on Start Date: and shall remain in effect until End Date: unless earlier terminated in accordance with this section.

REPRESENTATIONS, WARRANTIES AND LIMITATION OF LIABILITY

Each party represents that it has the authority to enter into this Plan. Provider warrants that services will be performed in a professional manner consistent with industry standards. EXCEPT FOR THE FOREGOING WARRANTY, SERVICES ARE PROVIDED "AS IS" AND, TO THE MAXIMUM EXTENT PERMITTED BY LAW, PROVIDER DISCLAIMS ALL OTHER WARRANTIES. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, AND THE AGGREGATE LIABILITY OF PROVIDER FOR DIRECT DAMAGES ARISING FROM THIS PLAN SHALL NOT EXCEED THE FEES PAID TO PROVIDER UNDER THIS PLAN IN THE SIX (6) MONTHS PRECEDING THE CLAIM.

GOVERNING LAW

This Plan shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles.

ENTIRE AGREEMENT

This Plan, including any exhibits and agreed change orders executed in writing, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. Any amendment to this Plan must be in writing and signed by authorized representatives of both parties.

NOTICES AND CONTACTS

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