Professional Communications Services Agreement

PROFESSIONAL COMMUNICATIONS SERVICES AGREEMENT

This Professional Communications Services Agreement ("Agreement") is entered into as of Effective Date: by and between Client Name: , Entity Type: Corporation LLC Sole Proprietor Other, Address: ; and Service Provider Name: , Entity Type: Corporation LLC Sole Proprietor Other, Address: .

RECITALS

WHEREAS, Client desires to engage Service Provider to perform professional communications services including strategic communications planning, media relations, messaging development, digital content creation, and related advisory services (the "Services"); and

WHEREAS, Service Provider represents that it has the experience, personnel and technical capability to perform the Services and is willing to provide such Services to Client on the terms and conditions set forth herein; and

WHEREAS, the parties desire to set forth in writing the terms and conditions under which Service Provider will provide the Services to Client.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

1. SERVICES

1.1 Scope of Services. Service Provider shall perform the Services described in the Scope of Services below and in any statement of work executed by the parties. Service Provider will perform Services in a professional and workmanlike manner consistent with industry standards.

2. TERM

2.1 Term. The term of this Agreement shall commence on Start Date: and continue until End Date: , unless earlier terminated in accordance with Section 12.

3. FEES AND PAYMENT

3.1 Fees. Client shall pay Service Provider the fees as follows: Fee Amount: . Fees are exclusive of applicable taxes.

3.2 Invoices and Payment Terms. Service Provider will invoice Client in accordance with the Billing Schedule. Unless otherwise agreed, payment is due within days of invoice receipt. Late payments shall accrue interest at the rate of or the maximum permitted by law, whichever is less.

4. EXPENSES

4.1 Reimbursable Expenses. Client shall reimburse Service Provider for reasonable, preapproved out-of-pocket expenses incurred in connection with the Services. Preapproval shall be in writing and any individual expense in excess of requires prior written authorization.

5. INDEPENDENT CONTRACTOR

5.1 Relationship. Service Provider is an independent contractor and not an employee, agent, joint venturer, or partner of Client. Service Provider shall be solely responsible for all federal, state and local taxes, withholding and other employer obligations associated with the Service Provider's personnel.

6. CONFIDENTIALITY

6.1 Definition. "Confidential Information" means all non-public information disclosed by either party to the other 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.

6.2 Obligations. Each party shall: (a) use Confidential Information only as necessary to perform its obligations under this Agreement; (b) restrict disclosure to those employees, contractors and advisors who have a need to know and are bound by confidentiality obligations at least as protective as those set forth herein; and (c) take reasonable measures to protect Confidential Information from unauthorized use or disclosure. These obligations survive termination for a period of three (3) years, except for trade secrets, which shall remain confidential for as long as they remain trade secrets under applicable law.

7. INTELLECTUAL PROPERTY

7.1 Ownership of Preexisting Materials. Each party retains all right, title and interest in its preexisting materials and intellectual property. Nothing in this Agreement shall transfer ownership of either party's preexisting intellectual property.

7.2 Work Product; Assignment. Except as otherwise set forth in a statement of work, Service Provider assigns to Client all right, title and interest in and to the deliverables and materials created specifically for Client under this Agreement (the "Deliverables") upon full payment of fees due for such Deliverables. Service Provider may retain copies for archival purposes and to evidence its experience, provided such copies remain subject to the confidentiality obligations of this Agreement.

7.3 License to Underlying Tools. Service Provider retains ownership of any general templates, methodologies, or tools used in providing the Services (collectively, "Provider Tools"). Service Provider grants Client a nonexclusive, nontransferable, royalty-free license to use Provider Tools only to the extent incorporated into delivered Deliverables for Client's internal business purposes.

8. WARRANTIES; DISCLAIMER

8.1 Limited Warranty. Service Provider warrants that the Services will be performed with reasonable skill and care in accordance with industry standards. Client's exclusive remedy for breach of this warranty shall be re-performance of the nonconforming Services, or if Service Provider fails to re-perform within a reasonable time, a refund of fees paid for the deficient Services.

8.2 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 8.1, SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

9. INDEMNIFICATION

9.1 By Service Provider. Service Provider shall indemnify, defend and hold harmless Client and its officers, directors and employees from and against any third-party claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of Service Provider's gross negligence, willful misconduct or material breach of this Agreement.

9.2 By Client. Client shall indemnify, defend and hold harmless Service Provider from and against any third-party claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising from Client's materials, instructions, or use of the Deliverables in a manner not contemplated by this Agreement.

10. LIMITATION OF LIABILITY

10.1 Exclusion of Damages. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE OR OPPORTUNITY, ARISING FROM OR RELATING TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.2 Cap on Liability. EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

11. INSURANCE

11.1 Coverage. Service Provider shall maintain, at its expense, commercial general liability insurance and professional liability/errors & omissions insurance with limits reasonably sufficient for the Services performed and customary in the industry. Upon Client's request, Service Provider shall provide certificates of insurance evidencing such coverage.

12. TERMINATION

12.1 For Convenience. Either party may terminate this Agreement for convenience upon thirty (30) days' prior written notice to the other party.

12.2 For Cause. Either party may terminate this Agreement immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within fifteen (15) days after receipt of written notice specifying the breach.

12.3 Effects of Termination. Upon termination, Client shall pay Service Provider for all Services performed and preapproved expenses incurred through the effective date of termination. Sections relating to confidentiality, intellectual property, indemnification, limitation of liability, and payment shall survive termination.

13. NOTICES

13.1 All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as a party may designate by notice in accordance with this Section. Notices shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or three (3) days after deposit in the U.S. mail, postage prepaid.

14. AMENDMENTS

14.1 This Agreement may be amended or modified only by a written instrument signed by both parties. No course of dealing, usage of trade, or failure to enforce any right will modify or amend this Agreement.

15. WAIVER

15.1 The failure of either party to enforce any right or remedy under this Agreement shall not constitute a waiver of such right or remedy, nor shall it prevent the party from enforcing such right or remedy in the future.

16. GOVERNING LAW

16.1 This Agreement shall be governed by and construed in accordance with the laws of the State or jurisdiction selected by the parties: , without regard to its conflict of laws rules.

17. ENTIRE AGREEMENT

17.1 This Agreement, together with any statements of work and attachments executed 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, and communications, whether oral or written.

18. SEVERABILITY

18.1 If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect and the invalid or unenforceable provision shall be replaced by a valid and enforceable provision that most closely reflects the parties' original intent.

19. COUNTERPARTS

19.1 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 original signatures for all purposes.

Sign Now