Media Magazine Agreement

MEDIA MAGAZINE AGREEMENT

This Media Magazine Agreement (the "Agreement") is made effective as of by and between the parties identified below.

Parties

Recitals

WHEREAS, Publisher publishes a periodical magazine and related digital editions and desires to engage Client to provide content, advertising, or creative services for the magazine titled (the "Magazine"); and

WHEREAS, Client has represented that it has the expertise, personnel, and rights necessary to perform the services described in this Agreement; and

WHEREAS, the parties desire to set forth the terms and conditions upon which such services and any accompanying license of materials will be provided.

Scope of Work

Client shall perform the services described below and deliverables shall conform to the specifications and schedule agreed by the parties. Publisher retains final editorial approval of all content to be published under the Magazine.

Payment Terms

Publisher shall pay Client the fees set forth below in consideration for the services and rights granted hereunder. All amounts are in United States dollars unless otherwise specified.

All undisputed invoices not paid when due shall accrue the stated late fee. Publisher shall also be responsible for reasonable costs of collection, including attorneys' fees, if collection becomes necessary.

Term and Termination

The term of this Agreement shall commence on and shall expire on , unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Termination for insolvency, bankruptcy, or cessation of business shall be effective immediately upon written notice. Upon termination, Publisher shall pay Client for all work performed and approved up to the effective date of termination, subject to offset for any unfulfilled obligations.

Confidentiality

Each party (the "Receiving Party") acknowledges that in connection with this Agreement it may obtain Confidential Information of the other party (the "Disclosing Party"). "Confidential Information" means non-public business, editorial, technical, financial or trade information disclosed in any form that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

The Receiving Party shall (a) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (b) use Confidential Information only to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors or professional advisors who have a need to know and who are bound to maintain confidentiality. Confidential Information does not include information that is or becomes generally known without breach, was known prior to receipt, or is independently developed.

The parties agree that any breach of this Section would cause irreparable harm for which monetary damages may be inadequate and that the Disclosing Party shall be entitled to injunctive relief in addition to any other remedies available at law or in equity.

Ownership and License

Unless otherwise agreed in writing, Client grants Publisher a non-exclusive, worldwide, transferable license to reproduce, publish, distribute and display the deliverables created under this Agreement in the Magazine and related promotional uses for the duration of the Agreement. Rights to pre-existing materials and any third-party content remain with their respective owners unless a written assignment is provided. Client represents and warrants it has the rights necessary to grant the license and that the deliverables will not infringe third-party rights.

Warranties; Indemnity

Each party represents and warrants that it has the authority to enter into this Agreement. Client shall indemnify, defend and hold Publisher harmless from and against all claims, damages, liabilities and costs arising out of Client's breach of its representations, warranties or obligations, including claims of copyright or trademark infringement, except to the extent caused by Publisher's gross negligence or willful misconduct.

Notices

Any notice required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate in writing. Notices shall be deemed given upon receipt if delivered in person, by nationally recognized courier, or by certified mail; otherwise upon confirmed transmission for electronic delivery.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located within that state for the resolution of disputes.

Miscellaneous

Assignment: Neither party may assign this Agreement or any of its rights or obligations without the prior written consent of the other, except that Publisher may assign to an affiliate or successor in connection with a merger or sale.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Entire Agreement

This Agreement, including any exhibits, schedules and written attachments specifically incorporated herein, constitutes the entire agreement between the parties concerning the subject matter and supersedes all prior and contemporaneous negotiations, understandings and agreements, whether written or oral. Any amendment or modification must be in a writing signed by both parties.

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