Product Launch Template

PRODUCT LAUNCH TEMPLATE

Parties

WHEREAS

WHEREAS, Client desires to engage Service Provider to perform product launch services for the product named with an anticipated public launch on ;

WHEREAS, Service Provider represents that it has the experience, personnel, and resources necessary to provide marketing, technical, operational and coordination services described herein; and

WHEREAS, the parties wish to set forth the terms and conditions by which Service Provider will perform such services and Client will compensate Service Provider.

Scope of Work

Service Provider shall perform the services, deliverables, milestones, and acceptance criteria set forth in this Scope of Work. The parties shall itemize deliverables, responsible parties, and target completion dates in the space below. Any material change to the scope shall require a written change order signed by both parties.

Payment Terms

Client shall pay Service Provider the fees set forth below in consideration for the Scope of Work. All fees are exclusive of applicable taxes unless otherwise stated. Invoices issued by Service Provider are due and payable in accordance with the schedule below.

Invoices shall be due within days of receipt. A late fee of percent per month or the maximum lawful rate, whichever is less, may be applied to overdue balances.

Client shall reimburse reasonable pre-approved out-of-pocket expenses incurred by Service Provider. Estimated reimbursable expenses shall be approved in writing prior to incurrence:

Term and Termination

This Agreement commences on the Start Date set forth below and continues until the End Date or until earlier termination in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective date of termination. Either party may terminate immediately for material breach that remains uncured for 15 days after written notice, or immediately for insolvency or cease of business operations.

Confidentiality

Each party (Receiving Party) will keep confidential and will not disclose to any third party any Confidential Information of the other party (Disclosing Party) and will use the Confidential Information solely for performance under this Agreement. "Confidential Information" includes non-public business, technical, product, pricing, marketing, customer lists, strategy, trade secrets, and any other information identified in writing as confidential. Confidential Information does not include information that is: (a) already known to the Receiving Party without obligation of confidentiality; (b) publicly available through no breach by the Receiving Party; (c) rightfully received from a third party without restriction; or (d) independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

Upon termination or written request, the Receiving Party will return or destroy all Confidential Information and certify in writing the disposition of such materials. The duty of confidentiality shall survive termination for years, except for trade secrets, which shall remain confidential for as long as they qualify as trade secrets under applicable law.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below, without regard to conflict of law principles. The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation. If negotiation fails, the parties submit to exclusive jurisdiction and venue in the courts located in the selected jurisdiction.

Representations, Indemnity and Limitation of Liability

Each party represents that it has the authority to enter into this Agreement. Service Provider shall perform services in a professional manner in accordance with industry standards. Each party agrees to indemnify, defend and hold harmless the other party from and against any third-party claims arising from its gross negligence or willful misconduct. Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality, neither party shall be liable for consequential, incidental, special or punitive damages, and aggregate direct liability shall be limited to the total fees paid by Client to Service Provider under this Agreement in the twelve months preceding the claim.

Entire Agreement

This Agreement, including any exhibits, schedules and change orders signed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether written or oral. No amendment or modification of this Agreement will be effective unless in writing and signed by authorized representatives of both parties.

Notices

Notices shall be sent to the addresses set forth above or to such other address as a party may designate by written notice. Notices shall be deemed given when delivered personally, by courier, or three (3) business days after deposit with a nationally recognized overnight carrier.

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