Inspirational Women Template

INSPIRATIONAL WOMEN TEMPLATE — GENERAL BUSINESS AGREEMENT

Parties and Contact Information

Recitals

WHEREAS, Client seeks to celebrate, document, or produce public-facing content, events, or materials that profile historically or contemporarily inspirational women and related programming (the "Project"); and

WHEREAS, Service Provider has experience in editorial content, event coordination, media production and related creative services and is willing to perform the services described herein in accordance with the terms of this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants set forth below, the parties agree as follows.

Scope of Work

Service Provider shall provide the services and deliverables described below and in the attached schedules. Deliverables shall be produced in a professional manner consistent with industry standards and as required by Client.

Typical deliverables may include (select applicable): Biography/profile articles Photography and image licensing Live event coordination Social media content and distribution

Payment Terms

Client shall pay Service Provider the fees and reimbursements set forth below in consideration for the services and deliverables described in the Scope of Work.

Invoices are payable within the period set forth in the Payment Schedule. Unpaid amounts shall accrue interest at the Late Payment Fee rate and Client shall reimburse Service Provider for reasonable collection costs and attorneys' fees incurred to collect overdue amounts.

Term and Termination

This Agreement shall commence on the Effective Date and continue until the completion of the Project unless earlier terminated as provided herein.

Effective Date:     Term End Date:

Either party may terminate this Agreement upon material breach by the other party if the breach is not cured within the notice period above. Termination shall not relieve Client of payment obligations for services performed and non-cancellable commitments incurred prior to termination.

Confidentiality

Each party shall hold in confidence all non-public information disclosed by the other party that is designated 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 excludes information that (i) is or becomes publicly known through no breach by the receiving party, (ii) is rightfully received from a third party without restriction, (iii) is independently developed without use of the disclosing party's Confidential Information, or (iv) is required to be disclosed by law or court order, provided the disclosing party is given prompt written notice to seek protective measures.

The receiving party shall use Confidential Information solely for performance under this Agreement and shall take reasonable measures to protect such information from unauthorized use or disclosure.

Intellectual Property and Rights

Unless otherwise agreed in writing, Service Provider hereby grants Client a perpetual, worldwide, non-exclusive, transferable license to use, reproduce, distribute and publicly display the deliverables created under this Agreement for promotional, editorial, educational and commercial purposes related to the Project. Service Provider warrants that it has obtained all necessary rights, releases and licenses from third parties (including photographed or quoted persons) to grant such rights.

If the parties intend an assignment of copyright or exclusive ownership, that intent must be stated explicitly in writing and signed by both parties.

Representations, Warranties and Indemnity

Each party represents and warrants that it has the full right and authority to enter into this Agreement. Service Provider represents and warrants that the deliverables will not infringe any third-party intellectual property rights and that any factual representations in produced content will be based on reasonable inquiry. Service Provider agrees to indemnify, defend and hold harmless Client from and against any third-party claims arising out of a breach of the foregoing warranty, except to the extent caused by Client-controlled materials or directions.

Limitation of Liability

Except for a party's indemnity obligations, in no event shall either party be liable to the other for incidental, consequential, punitive or special damages. The aggregate liability of either party for direct damages arising from this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement during the twelve (12) months preceding the claim.

Governing Law; Entire Agreement

This Agreement shall be governed by and construed in accordance with the laws of:

This Agreement, together with any attached schedules or addenda signed by both parties, 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 oral or written. Any amendment to this Agreement must be in writing and signed by authorized representatives of both parties.

Miscellaneous Provisions

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force. Neither party may assign this Agreement without the prior written consent of the other, except that Client may assign to an affiliate or successor by merger without consent.

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