Content Management Agreement

CONTENT MANAGEMENT AGREEMENT

This Content Management Agreement ("Agreement") is entered into as of by and between Client Name: with principal place of business at , and Service Provider Name: with principal place of business at .

RECITALS

WHEREAS, Client owns, operates or controls certain websites, social channels, content libraries and related digital assets (collectively, "Client Platforms") and desires to engage Provider to create, curate, publish, monitor, and manage content on the Client Platforms; and

WHEREAS, Provider represents that it has the experience, personnel, technical capability and systems necessary to provide the content management, editorial, technical and analytic services described in this Agreement; and

WHEREAS, the parties wish to set forth their respective rights and obligations with respect to the engagement on the terms and conditions set forth below.

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

1. SCOPE OF SERVICES

1.1 Services. Provider shall perform the content management services described in Exhibit A (the "Services"), including content creation, editorial review, scheduling and publishing, community moderation, platform monitoring, analytics reporting, and routine maintenance of content indexes. Provider shall provide the Services in a professional and workmanlike manner consistent with prevailing industry standards.

2. TERM

2.1 Term. The initial term of this Agreement shall commence on the Effective Date and continue for unless earlier terminated as provided herein. Thereafter the Agreement shall automatically renew for successive periods of unless either party provides written notice of nonrenewal at least days prior to the end of the then-current term.

3. COMPENSATION AND PAYMENT

3.1 Fees. Client shall pay Provider the fees set forth in the schedule below for the Services. Fees are exclusive of applicable taxes and third-party costs unless otherwise stated.

3.2 Invoicing and Payment. Provider shall invoice Client monthly in arrears unless otherwise agreed. Client shall pay all undisputed invoices within days of receipt. Disputed amounts will be resolved in good faith and undisputed amounts shall be paid pending resolution.

4. INTELLECTUAL PROPERTY

4.1 Ownership of Pre-Existing Materials. Each party retains all right, title and interest in and to its pre-existing materials and intellectual property. Nothing in this Agreement transfers ownership of a party's pre-existing intellectual property.

4.2 Content Created by Provider. Subject to full payment of fees, Provider hereby assigns to Client all right, title and interest in and to original content created by Provider specifically for Client under this Agreement ("Client Content"). To the extent any moral rights, licenses or other rights cannot be assigned, Provider grants Client an exclusive, perpetual, irrevocable, worldwide, transferable license to use, reproduce, modify, distribute and display such content.

4.3 Third-Party Materials. Provider will not incorporate third-party-licensed materials into Client Content without prior written approval and appropriate licensing. Client remains responsible for providing or securing rights to any third-party material it supplies to Provider.

5. CONFIDENTIALITY

5.1 Confidential Information. "Confidential Information" means nonpublic information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given its nature. Confidential Information includes unpublished content, pricing, business plans, platform credentials and user data.

5.2 Non-Disclosure. Each receiving party shall maintain Confidential Information in strict confidence, use it only to perform its obligations under this Agreement, and disclose it only to those employees, contractors or agents who have a need to know and are bound by confidentiality obligations no less protective than those herein.

6. DATA PROTECTION AND SECURITY

6.1 Security Measures. Provider shall implement and maintain administrative, technical and physical safeguards appropriate to the sensitivity of Client Data to protect against unauthorized access, disclosure, alteration or destruction.

7. REPRESENTATIONS AND WARRANTIES

7.1 Mutual Representations. Each party represents and warrants that it has the full corporate power and authority to enter into this Agreement and to perform its obligations hereunder, and that performance will not violate any law or third-party agreement.

7.2 Provider Warranties. Provider warrants that the Services will be performed in a professional manner and that Client Content delivered to Client will not, to Provider's knowledge, infringe any third-party intellectual property rights. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

8. INDEMNIFICATION

8.1 Provider Indemnity. Provider shall indemnify, defend and hold harmless Client from and against any third-party claims arising out of Provider's breach of representations in Section 7.2 or Provider's negligent or willful misconduct in performing the Services, provided Client gives prompt written notice of the claim and cooperates in the defense.

8.2 Client Indemnity. Client shall indemnify, defend and hold harmless Provider from claims arising from Client's provision of materials, instructions or third-party content to Provider that infringe third-party rights or violate applicable law.

9. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO PROVIDER IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

10. TERMINATION

10.1 Termination for Convenience. Either party may terminate this Agreement for convenience upon days' prior written notice to the other party.

10.2 Termination for Cause. Either party may terminate for material breach if the breaching party fails to cure the breach within days after written notice of such breach.

10.3 Effect of Termination. Upon termination Client shall pay Provider for Services performed through the effective date of termination and Provider shall deliver to Client all completed Client Content and any work in progress upon receipt of payment for such work. Sections relating to ownership, confidentiality, indemnification and limitation of liability shall survive termination.

11. TRANSITION ASSISTANCE

11.1 Provider shall, upon Client's request and subject to commercially reasonable fees, provide transition assistance for a period of following termination to facilitate orderly transfer of content and operational responsibilities.

12. NOTICES

All notices, requests, consents and other communications under this Agreement shall be in writing and addressed as follows (or to such other address as a party may specify by notice):

13. AMENDMENTS; WAIVER

Any amendment or modification of this Agreement must be in writing signed by authorized representatives of both parties. Failure to enforce any provision shall not constitute a waiver of that provision or any other provision.

14. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to conflict-of-law principles.

15. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, including all exhibits and attachments, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements. If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

16. COUNTERPARTS

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures delivered electronically or by facsimile shall be effective as originals.

SIGNATURES

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