Political Rights Document

POLITICAL RIGHTS DOCUMENT

This Political Rights Document (the "Agreement") is entered into as of Effective Date: by and between:

RECITALS

WHEREAS, the Client desires to retain the Contractor to perform certain political advocacy, public engagement, or related advisory services described in this Agreement; and

WHEREAS, the parties desire to set forth their respective rights, obligations, and assurances with respect to political activities, endorsements, campaign-related communications, and compliance with applicable laws governing political contributions and advocacy; and

WHEREAS, the parties acknowledge that certain political rights and authorities may be allocated, limited, or reserved by agreement to ensure regulatory compliance and to protect reputational interests;

SCOPE OF WORK

The Contractor shall perform the political, advocacy, communications, or advisory services as described below. The parties acknowledge that activities that constitute direct campaign contributions, independent expenditures, or reportable lobbying are subject to the compliance obligations set forth in this Agreement.

POLITICAL RIGHTS; COMPLIANCE

1. Allocation of Political Rights: The Client retains ultimate authority to (a) approve any public endorsements issued in the Client's name, (b) authorize contributions, and (c) direct formal positions on candidates, ballot measures, or political parties. The Contractor shall not speak for or bind the Client with respect to endorsements, contributions, or political positions except when the Client has provided prior written approval.

2. Compliance with Law: Each party shall comply with all applicable laws, rules, and reporting obligations governing political contributions, campaign finance, electioneering communications, lobbying registration and reporting, and restrictions on use of corporate funds. The Contractor shall timely notify the Client of any activity likely to trigger a reporting obligation and shall assist in preparing required disclosures at the Client's reasonable request.

3. Representations: The Contractor represents and warrants that it will not knowingly permit the use of Client funds or resources in a manner prohibited by law and will not falsely attribute communications to the Client. The Client represents and warrants that it will provide truthful directions and will not induce the Contractor to engage in unlawful activities.

PAYMENT TERMS

The Client shall pay the Contractor for services performed under this Agreement according to the following terms.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall terminate on End Date: unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon Notice Period: days' written notice to the other party. Either party may terminate for cause upon material breach by the other party that remains uncured for thirty (30) days after written notice of such breach.

CONFIDENTIALITY

The parties agree that Confidential Information disclosed in connection with this Agreement shall be held in strict confidence and used solely for performance under this Agreement. Confidential Information includes strategic plans, donor lists, voter targeting data, internal communications regarding political strategy, and any information designated in writing as confidential. Confidential Information does not include information that is or becomes public through no breach by the receiving party or is independently developed by the receiving party without use of the disclosing party's confidential materials.

The receiving party shall take reasonable measures to protect Confidential Information and shall promptly notify the disclosing party of any unauthorized disclosure. Upon termination, the receiving party shall return or certify destruction of Confidential Information as requested.

INDEMNIFICATION

Each party shall indemnify, defend, and hold harmless the other party and its officers, directors, employees, and agents from and against any losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising from the indemnifying party's breach of this Agreement, willful misconduct, or violation of applicable political laws and regulations.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the substantive laws of the State of without regard to its conflicts of law principles. The parties consent to the exclusive jurisdiction of the state and federal courts located within that state for any dispute arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, together with any exhibits, attachments, and written amendments signed by both parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior discussions, understandings, and agreements. No amendment shall be effective unless in writing and signed by both parties.

MISCELLANEOUS

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

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