Legal IO Agreement

LEGAL IO AGREEMENT

This Legal IO 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 . Client and Service Provider are collectively referred to as the "Parties" and individually as a "Party."

RECITALS

WHEREAS, Client desires to retain Provider to perform the advertising, publishing or related services described in an insertion order (the "IO") under the terms set forth herein; and

WHEREAS, Provider has represented that it has the expertise, personnel and systems necessary to perform the Services described in the applicable IO; and

WHEREAS, the Parties intend that each IO issued pursuant to this Agreement shall incorporate these terms and describe specific campaign deliverables, schedule and fees.

NOW, THEREFORE, in consideration of the mutual covenants set forth below, the Parties agree as follows:

1. DEFINITIONS

1.1 "IO" means the specific insertion order form or schedule issued under this Agreement identifying the Services, Deliverables, Fees and Schedule. Each IO shall reference the IO Number: .

1.2 "Services" means the work to be performed by Provider under an IO, including creative placement, media buys, measurement, and reporting as further described in the applicable IO.

2. SCOPE OF WORK

Provider shall perform the Services in a professional and workmanlike manner consistent with industry standards. Any changes to the Scope of Work shall be documented in a written change order, signed by authorized representatives of both Parties.

3. TERM; SCHEDULE; TERMINATION

3.1 Term. The term of this Agreement commences on the Effective Date above and each IO shall state its Start Date: and End Date: .

3.2 Termination. Either Party may terminate an IO or this Agreement for material breach by the other Party if the breach is not cured within days after written notice. Client may terminate an IO for convenience upon days' prior written notice; in such case Client shall pay Provider for all Services performed and committed third-party charges through the effective termination date.

4. FEES; INVOICING; PAYMENT

4.1 Fees. Client shall pay Provider the Fees set forth in each IO. Total Fees for the IO: .

4.2 Invoicing; Payment Terms. Provider will submit invoices in accordance with the schedule in the IO. Unless otherwise specified in the IO, Client shall pay undisputed invoices within days of receipt. Past due amounts bear interest at the lesser of 1.5% per month or the maximum rate permitted by law.

5. TAXES

Unless otherwise agreed in writing, Fees are exclusive of taxes. Client is responsible for any sales, use, value-added or similar taxes, and Provider shall be responsible for taxes on its income. If Client is exempt from taxes, Client shall provide proof of exemption prior to invoicing.

6. INTELLECTUAL PROPERTY

6.1 Ownership. Except as expressly set forth in an IO, each Party retains all right, title and interest in and to its pre-existing materials and intellectual property. Provider grants Client a non-exclusive, non-transferable license to use Deliverables solely for Client's internal marketing purposes as specified in the IO.

6.2 Third-Party Materials. Provider shall obtain and maintain any necessary rights, licenses or consents for third-party materials used in fulfilling the IO.

7. CONFIDENTIALITY

Each Party agrees to keep Confidential Information of the other Party in strict confidence and not to disclose it to third parties except as required to perform the Services. Confidentiality obligations shall survive termination for years from disclosure.

8. REPRESENTATIONS; WARRANTIES

Each Party represents and warrants that it has full corporate power and authority to enter into this Agreement and to perform its obligations. Provider represents that the Services will be performed in accordance with applicable professional standards and that Campaign Materials will not knowingly infringe third-party intellectual property rights.

9. INDEMNIFICATION

9.1 Provider Indemnity. Provider shall indemnify and hold harmless Client from and against any losses, damages and expenses arising from third-party claims alleging that Provider-provided Campaign Materials infringe a third party's intellectual property rights, except to the extent such claim arises from materials provided by Client.

9.2 Client Indemnity. Client shall indemnify and hold harmless Provider from and against claims arising out of Client-supplied content, Client's instructions or Client's breach of applicable laws.

10. LIMITATION OF LIABILITY

Except for liability arising from a Party's gross negligence or willful misconduct, or a Party's indemnification obligations, neither Party's aggregate liability for damages arising out of or related to this Agreement shall exceed the total Fees paid by Client to Provider under the applicable IO in the six (6) months preceding the claim.

11. COMPLIANCE WITH LAWS; ADVERTISING STANDARDS

Each Party shall comply with applicable laws, regulations and industry advertising standards in the performance of its obligations. Client is responsible for ensuring that ad content complies with applicable consumer protection and privacy laws.

12. DATA; PRIVACY

If personal data is processed in connection with the Services, the Parties shall implement and maintain appropriate technical and organizational measures to protect such data. Any data sharing or processing shall be limited to the purposes described in the IO.

13. NOTICES

All notices required or permitted under this Agreement shall be in writing and sent to the addresses below by certified mail, overnight courier, or email (with confirmation). Notices to Client:

Notices to Provider:

14. AMENDMENTS; WAIVER; COUNTERPARTS

14.1 Amendments. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties.

14.2 Waiver. Failure to enforce any right shall not constitute a waiver of that right. A waiver is effective only if in writing and signed by the Party granting the waiver.

14.3 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each of which shall be deemed an original, and electronic signatures shall be binding and have the same force and effect as original signatures.

15. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

15.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflicts of law principles.

15.2 Entire Agreement. This Agreement, together with all IOs executed hereunder, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior or contemporaneous agreements, proposals and communications, whether oral or written.

15.3 Severability. If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect and the invalid or unenforceable provision shall be replaced by a valid, enforceable provision that most closely reflects the Parties' original intent.

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