Content Services Agreement

CONTENT SERVICES AGREEMENT

This Content Services Agreement (the Agreement) is made effective as of between Client Name: , Client Address: and Service Provider Name: , Provider Address: .

Recitals

WHEREAS, Client desires to engage Service Provider to create, edit, and deliver content (the Deliverables) for Client's marketing, editorial, or commercial use under the terms set forth herein; and

WHEREAS, Service Provider has the expertise, personnel, and capacity to provide such content creation services and is willing to provide those services to Client under the terms of this Agreement.

WHEREAS, the parties intend that the Deliverables, upon full payment, will be governed by the intellectual property and license provisions set forth below.

Scope of Work

Payment Terms

Client agrees to pay Service Provider fees as follows. Total Fee: $ .

Payments are due within days of invoice unless otherwise agreed in writing. Late payments shall incur a late fee equal to or the maximum allowed by law, whichever is less.

Term and Termination

Term: This Agreement shall commence on Start Date: and shall continue until End Date: , unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach if the breaching party fails to cure the breach within thirty (30) days after receipt of written notice specifying the breach.

Confidentiality

For purposes of this Agreement, "Confidential Information" means all non-public information disclosed by a party (Disclosing Party) to the other party (Recipient) that is marked confidential or reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information does not include information that: (a) is or becomes generally known to the public other than through a breach of this Agreement; (b) was known to Recipient prior to disclosure without obligation of confidentiality; (c) is rightfully received from a third party without restriction; or (d) is independently developed by Recipient without use of Disclosing Party's Confidential Information.

Recipient shall (i) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than a reasonable standard of care; (ii) use Confidential Information solely to perform its obligations under this Agreement; and (iii) not disclose Confidential Information to any third party except to employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein. These obligations shall survive termination of this Agreement for years.

Intellectual Property and License

Service Provider retains ownership of all pre-existing materials, working files, templates, and underlying know-how provided or used in performing the Services. Upon receipt of full payment of all amounts due under this Agreement, Service Provider assigns to Client all exclusive rights, title, and interest in the final Deliverables specifically created for Client under this Agreement, subject to any third-party rights and subject to Service Provider's retained right to use non-confidential, non-identifiable elements for portfolio and marketing purposes. The parties may specify exceptions to assignment here:

Warranties; Disclaimers; Indemnity

Each party represents and warrants that it has the full right, power and authority to enter into this Agreement. Service Provider warrants that the Deliverables will materially conform to the agreed-upon specifications for a period of thirty (30) days following delivery; Service Provider's sole obligation and Client's exclusive remedy for breach of this warranty shall be correction of nonconforming Deliverables at no additional charge. EXCEPT AS EXPRESSLY SET FORTH ABOVE, THE SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" AND SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

Client shall indemnify and hold harmless Service Provider from and against any claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of Client's use of the Deliverables, Client-provided materials, or Client's breach of this Agreement.

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 SERVICE PROVIDER UNDER THIS AGREEMENT IN THE SIX (6) 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. Any legal action arising under this Agreement shall be brought in the state or federal courts located within that State, and the parties hereby submit to the exclusive jurisdiction of those courts.

Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, or communications, whether oral or written. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

Miscellaneous

Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all of its assets. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect.

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