Press Release Note

Press Release Note

Parties

Recitals

WHEREAS, Client wishes to prepare and distribute a press release titled ; and

WHEREAS, Agency is engaged to draft, clear, and distribute the press release and related materials through identified channels, subject to the terms and conditions set forth in this Note;

WHEREAS, the parties agree that release is to occur on at and any earlier disclosure is prohibited absent written consent.

Scope of Work

Agency will perform the following services in connection with the press release. Agency will draft, edit, obtain approvals, coordinate distribution, and provide post-release reporting in accordance with this Note.

Payment Terms

As consideration for the services described herein, Client shall pay Agency pursuant to the schedule below. All amounts are payable in United States Dollars unless otherwise agreed in writing.

Term and Termination

This Note commences on the Effective Date and continues until the completion of the services described in the Scope of Work, unless earlier terminated as provided herein. The parties may terminate this Note for convenience or for cause as set forth below.

Effective Date:    End Date:

Either party may terminate for material breach if the breach remains uncured for days after written notice. Termination shall not relieve Client of obligation to pay for work performed through the effective date of termination.

Confidentiality and Embargo

All non-public drafts, materials, and communications related to the press release delivered by either party and designated as confidential, or which by their nature are confidential, shall be held in confidence by the receiving party and used solely to perform obligations under this Note. The parties acknowledge and agree that the embargo date and the content of the embargoed release are confidential until the stated release time, and any unauthorized disclosure prior to that time constitutes a material breach entitling the non-breaching party to injunctive relief and damages.

Representations, Warranties, and Indemnity

Each party represents and warrants that it has the authority to enter into this Note and to grant the rights granted herein. Client warrants that the factual information provided for the press release is accurate to the best of Client's knowledge and that Client has obtained any third-party consents required for the use of third-party trademarks or materials. Client shall indemnify and hold Agency harmless from any claims arising from factual inaccuracies, unauthorized use of third-party materials, or breaches of Client's representations.

Governing Law

This Note shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles.

Entire Agreement

This Note, including any attachments, exhibits, and approved final release text, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. Any modification to this Note must be in a written instrument signed by both parties.

Miscellaneous

Notices required under this Note shall be sent to the addresses set forth above and shall be deemed given when delivered in writing. The parties acknowledge that monetary damages may be insufficient to remedy a breach of the confidentiality or embargo provisions and agree that injunctive relief may be sought in addition to any other remedies.

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