Professional Content Service Agreement

PROFESSIONAL CONTENT SERVICE AGREEMENT

This Professional Content Service Agreement ("Agreement") is made effective as of by and between Client Name: , Client Address: and Service Provider Name: , Provider Address: .

RECITALS

WHEREAS, Client desires to engage Provider to create, adapt, and deliver certain original content, marketing materials, and related services as set forth in this Agreement; and

WHEREAS, Provider represents that it has the professional expertise, resources, and personnel necessary to provide professional content development, editing, and related services; and

WHEREAS, the parties wish to set forth the terms and conditions under which Provider will perform services and deliverables for Client.

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

1. SCOPE OF SERVICES

1.1 Services. Provider shall perform the content services described in the Scope of Work attached to this Agreement and incorporated herein. Provider's obligations include drafting, editing, graphic preparation, and delivery of final files as specified in the Scope of Work.

1.2 Changes. Any material changes to the Scope of Work shall be made only by written amendment signed by both parties. Provider will provide a written change order outlining the impact on schedule and fees before commencing changed work.

1.3 Acceptance. Client shall have a period of days from delivery to accept or provide written change requests. Failure to provide written rejection within that period shall constitute acceptance.

2. COMPENSATION AND PAYMENT

2.1 Fees. Client shall pay Provider the total fee set forth below and in any applicable payment schedule. Fees shall be paid in U.S. dollars unless otherwise agreed in writing.

2.2 Invoicing and Payment Terms. Provider will invoice Client in accordance with the Payment Schedule. Unless otherwise stated, invoiced amounts are due within days of invoice receipt. Late payments incur interest at the lesser of 1.5% per month or the maximum permitted by law, plus recovery costs.

2.3 Expenses. Client shall reimburse preapproved out-of-pocket expenses reasonably incurred by Provider in connection with performance upon submission of receipts.

3. INTELLECTUAL PROPERTY

3.1 Ownership. Unless otherwise agreed in writing, Provider assigns to Client all worldwide right, title and interest in and to the final deliverables created specifically for Client under this Agreement, including copyright where applicable, upon full payment of all amounts due. Provider retains ownership of Provider's preexisting materials and general skills, know-how, and methodologies.

3.2 Work Made for Hire. To the extent any deliverable does not qualify as a work made for hire, Provider hereby assigns to Client all right, title, and interest in such deliverables. Provider will execute documents reasonably necessary to effectuate such assignment.

3.3 License Back. Subject to Client's ownership rights, Provider is granted a nonexclusive, nontransferable license to reuse generic templates and techniques that are not Client confidential information for other clients.

4. CONFIDENTIALITY

4.1 Definition. "Confidential Information" means all nonpublic or proprietary information disclosed by a party that is identified as confidential or would reasonably be understood to be confidential given the nature and circumstances of disclosure.

4.2 Obligations. Each party shall: (a) hold Confidential Information in strict confidence; (b) use Confidential Information solely to perform obligations under this Agreement; and (c) limit access to those employees, contractors or agents who need access to perform the Agreement and who are bound by confidentiality obligations no less protective than those herein.

4.3 Exclusions. Confidential Information does not include information that is publicly known through no fault of the recipient, known prior to disclosure, rightfully received from a third party, or independently developed without use of the disclosing party's Confidential Information.

4.4 Duration. The confidentiality obligations set forth in this Section shall survive termination of this Agreement for a period of months.

5. TERM AND TERMINATION

5.1 Term. This Agreement shall commence on the Effective Date and continue until the Services are completed unless earlier terminated as provided herein.

5.2 Termination for Convenience. Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Upon termination for convenience, Provider shall be paid for work performed and expenses incurred through the effective date of termination.

5.3 Termination 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 days after receipt of written notice specifying the breach.

5.4 Survival. Sections concerning payment, intellectual property, confidentiality, indemnification, limitation of liability, and any other provisions which by their nature should survive shall survive termination or expiration of this Agreement.

6. REPRESENTATIONS, WARRANTIES AND DISCLAIMERS

6.1 Mutual Representations. Each party represents that it has the full power and authority to enter into this Agreement and that its performance will not violate any agreement with third parties.

6.2 Provider Warranties. Provider warrants that the services shall be performed in a professional and workmanlike manner in accordance with industry standards. Provider does not warrant that content will be error-free or that it will achieve any particular commercial result unless expressly stated in writing.

6.3 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

7. INDEMNIFICATION

7.1 Provider Indemnity. Provider shall indemnify, defend and hold harmless Client from and against any third-party claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) to the extent arising out of Provider's breach of its representations or provider's gross negligence or willful misconduct in performing the Services.

7.2 Client Indemnity. Client shall indemnify, defend and hold harmless Provider from and against claims arising from Client-provided materials, Client's instructions, or Client's failure to obtain necessary rights for third-party materials supplied to Provider.

8. LIMITATION OF LIABILITY

8.1 Exclusion of Damages. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8.2 Liability Cap. EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR A BREACH OF CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS, EACH PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

9. INDEPENDENT CONTRACTOR; NON-EXCLUSIVITY

9.1 Independent Contractor. Provider is an independent contractor and not an employee, partner or agent of Client. Provider retains sole responsibility for payment of its employees and contractors and for compliance with applicable employment laws and tax obligations.

9.2 Non-Exclusivity. Unless otherwise agreed in writing, Provider is free to perform services for other clients, provided there is no breach of Provider's confidentiality obligations to Client.

10. SUBCONTRACTING

Provider may engage subcontractors to perform portions of the Services provided that Provider remains responsible for the subcontractor's performance and compliance with the terms of this Agreement. Provider shall ensure subcontractors are bound by confidentiality obligations consistent with this Agreement.

11. NOTICES

All notices and communications required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below, or to such other address as either party designates by notice in accordance with this Section.

12. AMENDMENTS

No amendment, modification or supplement to this Agreement shall be binding unless executed in writing by authorized representatives of both parties. Telephone or email agreements shall not modify this Agreement unless memorialized and signed by both parties.

13. WAIVER

No failure or delay by either party in exercising any right under this Agreement shall operate as a waiver of that right. A waiver is valid only if in writing and signed by the waiving party.

14. SEVERABILITY

If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remainder of this Agreement shall remain in full force and effect, and the parties shall negotiate in good faith to replace the invalid provision with a valid provision that achieves the original intent to the greatest extent possible.

15. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles.

16. ENTIRE AGREEMENT

This Agreement, together with any attachments, exhibits and mutually executed statements of work, 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.

17. COUNTERPARTS

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 binding.

18. MISCELLANEOUS

18.1 Taxes. Each party shall be responsible for its own taxes arising from performance of this Agreement. Provider is responsible for employment taxes and other obligations with respect to Provider's personnel.

18.2 Publicity. Neither party shall issue public statements or press releases regarding the relationship or the Services without the prior written consent of the other party, except as required by law; routine credit lines or portfolio attribution are permitted unless objected to in writing.

18.3 Assignment. Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign to a successor in interest in connection with a merger or sale of substantially all of its assets.

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