Legal PR Agreement

Legal PR Agreement

This Legal PR Agreement (“Agreement”) is made as of between Agency Name: , with principal place of business at and Client Name: , with principal place of business at (each a “Party” and collectively the “Parties”).

RECITALS

WHEREAS, Agency is engaged in the business of providing public relations, media relations, communications strategy and related services; and

WHEREAS, Client desires to retain Agency to provide public relations and communications services as set forth in this Agreement, and Agency is willing to provide such services on the terms and conditions set forth herein; and

WHEREAS, the Parties desire to set forth the terms governing the scope of services, compensation, ownership of work product, confidentiality and other matters.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. SERVICES

1.1 Scope. Agency shall provide public relations and communications services as set forth in the scope of work. The primary services shall include media relations, press release drafting and distribution, messaging and positioning, media training, crisis communications support, and strategic counsel (the “Services”). A brief description of initial deliverables:

1.2 Changes. Any material changes to the Scope of Work shall be agreed in writing. Agency will not commence work on additional services until the Parties have executed a written amendment addressing scope, fees and schedule.

2. TERM

2.1 Term. The initial term of this Agreement shall commence on and continue through unless earlier terminated in accordance with Section 12.

2.2 Renewal. This Agreement shall automatically renew for successive one-month periods unless either Party provides written notice of non-renewal at least thirty (30) days prior to the then-current term expiration.

3. COMPENSATION

3.1 Fees. Client shall pay Agency fees in accordance with the fee schedule below. Retainer/Flat Fee: . Hourly rates (where applicable): .

3.2 Invoicing and Payment. Agency shall invoice Client monthly in arrears unless otherwise agreed. Payment is due within days of invoice date. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

3.3 Taxes. Fees do not include taxes. Client is responsible for all taxes (other than Agency income taxes) arising from this Agreement.

4. EXPENSES

4.1 Reimbursable Expenses. Client shall reimburse Agency for reasonable out-of-pocket expenses incurred in performing the Services, including but not limited to travel, press list purchases, media monitoring and third-party vendor costs, provided such expenses are pre-approved when the individual expense exceeds .

4.2 Documentation. Agency shall provide receipts or other documentation reasonably requested by Client for reimbursable expenses.

5. CLIENT OBLIGATIONS

5.1 Cooperation. Client shall designate a primary contact and shall timely provide information, approvals, access to personnel and materials necessary for Agency to perform the Services. Client’s primary contact: , Email/Phone: .

5.2 Approvals. Client shall review and provide feedback or approval of materials within a reasonable period not to exceed seven (7) business days unless otherwise agreed; delays may impact schedule and fees.

6. AGENCY OBLIGATIONS; NO GUARANTEE

Agency shall perform the Services in a professional and workmanlike manner consistent with industry standards. Notwithstanding Agency’s efforts, Agency does not guarantee specific media placements, levels of coverage, audience metrics, or business outcomes.

7. CONFIDENTIALITY

7.1 Definition. “Confidential Information” means non-public information disclosed by a Party related to business, plans, financials, products or services that is designated confidential or that reasonably should be understood to be confidential.

7.2 Obligations. Each Party shall: (a) hold Confidential Information in strict confidence; (b) use it solely to perform obligations under this Agreement; and (c) restrict disclosure to employees, contractors or advisors who have a need to know and are bound by confidentiality obligations. Exclusions apply to information that is public, already known, lawfully received from a third party, or independently developed.

7.3 Survival. Confidentiality obligations survive termination for years.

8. INTELLECTUAL PROPERTY

8.1 Client Materials. Client retains all right, title and interest in materials provided to Agency. Client represents that materials it provides do not infringe third-party rights.

8.2 Work Product. Upon full payment of all fees and expenses due for the relevant services, Agency assigns to Client all right, title and interest in deliverables specifically prepared for Client under this Agreement, to the extent such assignment is legally effective. Agency expressly retains ownership of its pre-existing materials, templates, routines, methodologies and general skills and know-how.

8.3 Portfolio Use. Agency may display general descriptions of the engagement and non-confidential deliverables in its promotional materials and portfolio unless Client indicates the following restriction: Client restricts publicity and portfolio use.

9. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations. Agency warrants that the Services will be provided in a competent and professional manner. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES ARE PROVIDED “AS IS” WITHOUT OTHER WARRANTIES.

10. INDEMNIFICATION

10.1 By Client. Client shall indemnify, defend and hold harmless Agency and its officers, directors, employees and agents from and against any claims, liabilities, losses, damages and expenses (including reasonable attorneys’ fees) arising out of (a) Client’s materials or instructions; (b) Client’s breach of representations or obligations; or (c) Client’s products or services.

10.2 By Agency. Agency shall indemnify Client for claims to the extent caused by Agency’s gross negligence or willful misconduct in performing the Services.

11. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR WILLFUL BREACH OF CONFIDENTIALITY OR INTELLECTUAL PROPERTY OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES. A PARTY’S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY CLIENT TO AGENCY DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

12. TERMINATION

12.1 For Convenience. Either Party may terminate this Agreement for convenience upon thirty (30) days’ prior written notice to the other Party.

12.2 For Cause. Either Party may terminate for material breach if the breaching Party fails to cure within thirty (30) days after receipt of written notice specifying the breach.

12.3 Effect. Upon termination, Client shall pay Agency for Services performed and approved expenses incurred through the effective date of termination. Agency shall deliver any work in progress upon payment of outstanding fees and expenses.

13. NOTICES

13.1 Method. All notices required or permitted under this Agreement shall be in writing and delivered by hand, nationally recognized overnight courier, or certified mail (return receipt requested), and shall be effective upon receipt.

14. AMENDMENTS; WAIVER; COUNTERPARTS

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

14.2 Waiver. No failure or delay in exercising any right shall operate as a waiver. Waiver must be in writing.

14.3 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each of which shall be an original, and all of which together shall constitute one instrument. Signatures transmitted by electronic means shall be effective as originals.

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 jurisdiction specified here: , without regard to conflict of law principles.

15.2 Entire Agreement. This Agreement, including any attachments or written amendments signed by the Parties, constitutes the entire agreement between the Parties and supersedes all prior agreements and understandings relating to the subject matter hereof.

15.3 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and the Parties shall replace the invalid provision with a valid provision that most closely approximates the intent and economic effect of the invalid provision.

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