Professional Content Services Agreement

PROFESSIONAL CONTENT SERVICES AGREEMENT

This Professional Content Services Agreement (the "Agreement") is entered into as of Effective Date: by and between Client Name: with principal address: , and Provider Name: with principal address: .

RECITALS

WHEREAS, Client desires to obtain professional content services, including but not limited to creation, editing, and delivery of written, visual, audio, and multimedia materials (the "Services"); and

WHEREAS, Provider represents that it has the professional skill, expertise and resources to perform the Services and is willing to provide such Services on the terms and conditions set forth herein; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the Services and deliverables to be provided by Provider to Client.

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

1. SCOPE OF SERVICES

2. TERM AND SCHEDULE

The term of this Agreement shall commence on Start Date: and shall continue until Completion Date: unless earlier terminated in accordance with Section 8.

3. FEES, EXPENSES AND PAYMENT

Client shall pay Provider the fees set forth in this Section. Fee Structure: Amount: .

Payment Terms: Client shall pay invoices within days of receipt of a properly rendered invoice. Late payments shall bear interest at the lesser of 1.5% per month or the maximum rate permitted by law.

Reimbursable Expenses: Provider may incur reasonable out-of-pocket expenses with Client's prior written approval; such expenses shall be invoiced and reimbursed by Client upon submission of receipts.

4. INTELLECTUAL PROPERTY

Ownership of Preexisting Materials: Each party retains all right, title and interest in its preexisting intellectual property. Provider hereby identifies any preexisting materials or third-party materials incorporated in the Deliverables in writing prior to delivery.

Work Product and Assignment: Unless otherwise agreed in writing, all original content and deliverables created by Provider specifically for Client under this Agreement (the "Work Product") shall be deemed a work made for hire for Client. To the extent any Work Product does not qualify as work made for hire, Provider hereby irrevocably assigns, transfers and conveys to Client all right, title and interest in and to the Work Product, including all copyrights and other intellectual property rights, upon full payment of amounts due.

Provider retains the right to use non-confidential, non-client-specific expertise, techniques and general know-how developed in the course of performing the Services, provided such use does not disclose Client Confidential Information or Work Product.

5. CONFIDENTIALITY

Definition: "Confidential Information" means non-public information disclosed by one party to the other that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Obligations: Receiving party shall (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information, (b) use Confidential Information solely to perform its obligations under this Agreement, and (c) not disclose Confidential Information to any third party except as expressly permitted herein.

Exclusions: Confidential Information does not include information that is or becomes publicly available through no fault of the receiving party, was known to the receiving party prior to disclosure, or is independently developed without use of the disclosing party's Confidential Information.

6. REPRESENTATIONS, WARRANTIES AND DISCLAIMERS

Provider represents and warrants that: (a) it has the full right and authority to enter into this Agreement and to grant the rights granted herein; and (b) the Work Product will be original and will not infringe or misappropriate any third party intellectual property rights to the best of Provider's knowledge.

EXCEPT AS EXPRESSLY PROVIDED ABOVE, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

7. INDEMNIFICATION

Provider shall indemnify, defend and hold harmless Client and its officers, directors and employees from and against any losses, damages, liabilities and reasonable costs (including attorneys' fees) arising out of a third-party claim that the Work Product as delivered infringes a third party's intellectual property rights, provided that Client promptly notifies Provider in writing of any such claim and cooperates in the defense.

Client shall indemnify and hold Provider harmless for Client's use of the Work Product in a manner not authorized by this Agreement or for Client-provided materials.

8. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S BREACH OF CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES. THE AGGREGATE LIABILITY OF EACH PARTY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THIS AGREEMENT.

9. TERMINATION

Either party may terminate this Agreement for material breach by the other party if such breach remains uncured for a period of days after written notice specifying the nature of the breach.

Upon termination, Provider shall deliver to Client all completed Work Product and deliverables for which Client has paid, and Client shall pay Provider for all Services performed and reimbursable expenses incurred through the date of termination.

10. NOTICES

All notices, requests and other communications required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or sent by nationally recognized overnight courier to the contact information set forth below:

11. AMENDMENT AND WAIVER

No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties. No waiver by either party of any breach shall be deemed a waiver of any subsequent breach.

12. COUNTERPARTS AND ELECTRONIC SIGNATURES

This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one instrument. Signatures transmitted by electronic means (including PDF or facsimile) shall be deemed originals for all purposes.

13. GOVERNING LAW

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

14. ENTIRE AGREEMENT

This Agreement, including any exhibits or statements of work attached hereto, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations and representations, whether written or oral.

15. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect and shall be construed so as to carry out the parties' intent to the maximum extent permitted by law.

MISCELLANEOUS

Independent Contractor: Provider is an independent contractor and not an employee, agent, joint venturer or partner of Client. Provider is solely responsible for all taxes and other obligations relating to its employees and operations.

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