Press Release Agreement

PRESS RELEASE AGREEMENT

This Press Release Agreement (the "Agreement") is made as of by and between Company Name: , a/an Corporation Limited Liability Company Other with principal place of business at:

and Agency Name: , a/an Corporation Limited Liability Company Other with principal place of business at:

RECITALS

WHEREAS, Company desires to issue a public announcement describing certain products, services, events or other business matters and has engaged Agency to prepare, coordinate and distribute the Press Release (as defined below) on the terms set forth herein;

WHEREAS, Agency has expertise in drafting, editing, obtaining approvals for, and distributing press releases and related materials to media and distribution channels, and represents that it has the necessary experience and resources to perform such services; and

WHEREAS, the parties wish to set forth their respective rights and obligations with respect to the preparation, approval, and dissemination of the press release and related publicity efforts.

NOW, THEREFORE

In consideration of the mutual covenants and promises contained herein, the parties agree as follows:

1. DEFINITIONS

1.1 "Press Release" means the written or multimedia announcement prepared by Agency for distribution pursuant to this Agreement, including any title, summary, and supporting materials approved by Company.

1.2 "Draft" means any preliminary version of the Press Release provided by Agency to Company for review and approval prior to distribution.

2. SCOPE OF SERVICES

2.1 Agency shall prepare a Draft of the Press Release incorporating information provided by Company and industry-standard editorial practices. Agency will provide up to rounds of reasonable revisions as requested by Company. Additional revisions shall be subject to mutual agreement and may incur additional fees.

2.2 Agency shall coordinate the approval process with Company, including tracking comments, consolidating edits, and obtaining a final written approval prior to distribution. Final approval from Company is required in writing and will be evidenced by email, written signature, or other agreed means.

3. APPROVAL AND MATERIALS

3.1 Company shall provide complete, accurate and timely information, spokesperson availability, high-resolution images and any third-party materials required for inclusion. Company warrants that it has the right to provide such materials and grant the rights set forth in Section 4.

4. LICENSE AND RIGHTS

4.1 Company grants Agency a non-exclusive, royalty-free right to use and reproduce Company-provided materials solely for the purpose of preparing, distributing and promoting the Press Release and related media outreach during the Term. Agency shall not use such materials for other clients without Company’s prior written consent.

4.2 Agency will credit Company as specified by Company in the approved Press Release and shall not alter approved factual statements about Company without further written consent.

5. EMBARGO AND RELEASE SCHEDULE

5.1 Unless otherwise agreed in writing, the parties agree to the following timing for circulation:

Embargo Date/Time:    Release Date/Time:

Company Website Social Media Email Distribution Broadcast / Newswire Print Media

6. MEDIA CONTACT AND COORDINATION

7. REPRESENTATIONS AND WARRANTIES

7.1 Each party represents and warrants that it has full authority to enter into this Agreement and to perform its obligations hereunder. Company represents that any factual statements, images, logos or third-party materials supplied to Agency are accurate and that Company has obtained all necessary rights, licenses and consents to grant the rights contemplated by this Agreement.

7.2 Company further represents that the Press Release, as approved, will not contain defamatory statements, invasion of privacy, or materials that infringe the intellectual property or other rights of any third party.

8. CONFIDENTIALITY

8.1 All Drafts and non-public materials provided in connection with the Press Release shall be treated as confidential by Agency until the agreed embargo or release date, except to the extent disclosure is required by law. Agency shall use commercially reasonable measures to protect confidential materials.

9. COMPENSATION

9.1 As consideration for services rendered, Company shall pay Agency the sum of in accordance with the following terms:

9.2 Expenses reasonably incurred by Agency for distribution or wire services shall be reimbursed by Company if pre-approved in writing.

10. INDEMNIFICATION

10.1 Company shall indemnify, defend and hold harmless Agency and its officers, directors and employees from and against any claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of or in connection with (a) the content of materials supplied by Company, (b) any breach of Company’s representations and warranties, or (c) allegations that the Press Release infringes the rights of a third party.

10.2 Agency shall indemnify Company to the extent any claim arises from Agency’s gross negligence or willful misconduct in the performance of the services.

11. LIMITATION OF LIABILITY

Except for liability arising from a party’s willful misconduct or indemnification obligations under Section 10, neither party shall be liable to the other for consequential, incidental, special, punitive or exemplary damages, and the aggregate liability of either party for any claim arising under this Agreement shall not exceed the fees paid under this Agreement in the twelve (12) months preceding the event giving rise to the claim.

12. TERM AND TERMINATION

12.1 This Agreement commences on the date first written above and continues until completion of the services, unless earlier terminated as provided herein.

12.2 Either party may terminate for material breach by the other party if the breach remains uncured for thirty (30) days after written notice. Termination shall not relieve Company of its obligation to pay for work performed and approved prior to termination.

13. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below (or such other address as a party designates in writing) and shall be effective upon receipt.

14. AMENDMENTS; WAIVER; COUNTERPARTS

14.1 No amendment or modification of this Agreement shall be binding unless in writing and signed by both parties. The failure of either party to enforce any provision shall not constitute a waiver of that provision.

14.2 This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures transmitted by electronic means shall be deemed effective to bind the signing party.

15. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

15.1 This Agreement shall be governed by and construed in accordance with the laws of the state specified below without regard to its conflict of law principles.

15.2 This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous proposals, agreements, representations and understandings, whether written or oral.

15.3 If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining provisions shall continue in full force and effect and the parties shall endeavor in good faith to replace the invalid provision with a valid one that achieves, to the extent possible, the original economic intent.

MISCELLANEOUS

The parties acknowledge that time is of the essence with respect to review and approval deadlines for the Press Release. Each party shall designate a primary contact for purposes of review and approval, and both parties shall act in good faith to meet schedules and deadlines set forth herein.

Sign Now