Professional PR Agency Agreement

PROFESSIONAL PR AGENCY AGREEMENT

This Professional PR Agency Agreement (the "Agreement") is made and entered into as of Effective Date: by and between Agency Name: with principal place of business at and Client Name: with principal place of business at .

Recitals

WHEREAS, Client desires to retain Agency to provide public relations, communications and media relations services as set forth in this Agreement; and

WHEREAS, Agency has the expertise and resources to perform such services and is willing to provide those services to Client on the terms and conditions set forth herein; and

WHEREAS, the parties wish to set forth their respective obligations, compensation terms and other provisions governing the relationship.

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

1. Engagement; Scope of Services

1.1 Engagement. Client hereby engages Agency, and Agency accepts such engagement, to provide the public relations and communications services described in the Scope of Services attached hereto and incorporated herein. Agency shall perform services in a professional and workmanlike manner consistent with industry standards.

2. Term; Termination

2.1 Term. The term of this Agreement shall commence on Start Date: and continue for an initial period of months, unless earlier terminated as provided herein. Thereafter the Agreement shall .

2.2 Termination for Cause. Either party may terminate this Agreement for material breach if the breaching party fails to cure such breach within days after receipt of written notice describing the breach with reasonable particularity.

2.3 Termination for Convenience. Either party may terminate this Agreement without cause upon days' prior written notice to the other party. Upon termination, Client shall pay Agency for all Services performed and reasonable pre-approved expenses incurred through the effective date of termination.

3. Compensation and Expenses

3.1 Fees. Client shall pay Agency fees in accordance with the Fee Schedule: Monthly Fee , or pursuant to project-based statements of work agreed in writing by the parties.

3.2 Invoices; Payment. Agency shall invoice Client monthly in arrears unless otherwise agreed. Payment is due within days of invoice. Overdue amounts shall accrue interest at a rate of .

3.3 Expenses. Client shall reimburse Agency for reasonable, pre-approved out-of-pocket expenses incurred in connection with the Services, provided Agency supplies documentation supporting such expenses. Travel and third-party vendor costs shall be billed at cost unless otherwise agreed.

4. Confidentiality

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

4.2 Non-Disclosure. Each party shall protect Confidential Information of the other using at least the same degree of care it uses to protect its own confidential information, and in no event less than a reasonable standard of care. Confidential Information shall not be used except to perform obligations under this Agreement or disclosed to persons with a need to know who are bound to maintain confidentiality.

4.3 Exceptions. Confidential Information does not include information that: (a) is or becomes public through no breach of this Agreement; (b) was rightfully known to the recipient prior to disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed without use of the disclosing party's Confidential Information.

4.4 Survival. The obligations under this Section shall survive termination of this Agreement for a period of years.

5. Intellectual Property

5.1 Deliverables. "Deliverables" are materials created by Agency specifically for Client pursuant to a Statement of Work. Upon full payment of all fees due hereunder, Agency assigns to Client, to the extent permissible by applicable law, all right, title and interest in the Deliverables created exclusively for Client. To the extent any moral rights or other non-assignable rights exist, Agency hereby irrevocably waives and/or agrees to execute documents necessary to effect Client's full use of the Deliverables.

5.2 Agency Materials and Third-Party Materials. Agency retains all rights in Agency's pre-existing materials, templates, methodologies and tools ("Agency Materials"). Agency grants Client a non-exclusive, non-transferable license to use Agency Materials solely as incorporated in the Deliverables. Agency shall obtain licenses for any third-party materials incorporated into Deliverables and shall pass through such license terms to Client to the extent required.

5.3 Portfolio Use. Notwithstanding the foregoing, Agency may retain and use copies of Deliverables and other work for its portfolio, marketing, or promotional purposes, provided such use does not disclose Client's Confidential Information.

6. Representations; Warranties; Compliance

6.1 Mutual Representations. Each party represents and warrants that it has the full right, power and authority to enter into this Agreement and perform its obligations hereunder and that its execution and performance do not violate any agreement with third parties.

6.2 Agency Warranties. Agency warrants that the Services will be performed with reasonable skill and care in accordance with generally accepted industry standards. Agency does not warrant results or specific media placements, and all forecasts, projections or other forward-looking statements are estimates only.

6.3 Compliance. Each party shall comply with all applicable laws, regulations and codes of ethics in connection with the performance of this Agreement. Agency shall not engage in deceptive, unfair or unlawful publicity practices on Client's behalf.

7. Indemnification

7.1 Client Indemnity. Client shall indemnify, defend and hold harmless Agency and its officers, directors and employees from and against any third-party claims, liabilities, losses or expenses (including reasonable attorneys' fees) arising out of Client's materials, products, services, content, or any allegation that Client-supplied materials infringe a third party's intellectual property rights or violate applicable law.

7.2 Agency Indemnity. Agency shall indemnify, defend and hold harmless Client from and against claims to the extent they arise from Agency's willful misconduct or material breach of this Agreement, including claims that Agency-developed original Deliverables infringe third-party intellectual property rights, provided Client notifies Agency promptly and cooperates in the defense.

8. Limitation of Liability

8.1 Exclusion of Damages. Except for liability arising from breach of confidentiality, gross negligence, willful misconduct, or a party's indemnification obligations, neither party shall be liable to the other for any indirect, incidental, consequential, special or punitive damages, including lost profits or loss of business.

8.2 Cap on Liability. Except for liability arising from indemnification obligations, a party's liability under this Agreement shall be limited to the aggregate fees paid by Client to Agency during the twelve (12) months immediately preceding the event giving rise to the claim.

9. Independent Contractor; No Agency

Agency is an independent contractor and not an employee, partner, joint venturer, or agent of Client. Agency shall have no authority to bind Client to contracts or obligations absent Client's express prior written consent. Agency is responsible for its own taxes and benefits for its personnel.

10. Publicity and Use of Client Marks

Agency may use Client's name and logos in Agency's marketing materials and case studies only with Client's prior written approval. Client grants Agency a limited, non-exclusive license to use Client trademarks solely as necessary to perform the Services and publicize the relationship as permitted.

11. Notices

All notices required or permitted under this Agreement shall be in writing and shall be delivered to the addresses set forth below or to such other address as a party may specify by notice. Notices shall be deemed given upon personal delivery, one business day after delivery to a reputable overnight courier, or three business days after mailing by certified mail.

12. Amendments; Waiver; Counterparts

This Agreement may be amended only by a written instrument signed by authorized representatives of both parties. No failure or delay by a party in exercising any right shall operate as a waiver of that right. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together constitute one and the same instrument.

13. Severability

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 parties shall negotiate in good faith to replace the invalid provision with a valid provision that achieves, to the extent possible, the original economic intent of the parties.

14. Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of law principles. The parties shall attempt in good faith to resolve disputes through negotiation, and if unresolved, the parties agree to submit disputes to binding arbitration in the selected jurisdiction unless otherwise mutually agreed in writing.

15. Entire Agreement

This Agreement, together with any Statements of Work and appendices 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, negotiations and representations, whether written or oral.

Miscellaneous

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

15.2 Force Majeure. Neither party shall be liable for delays or failures in performance due to causes beyond its reasonable control, including acts of God, strikes, governmental orders, or pandemics, provided that the affected party uses commercially reasonable efforts to resume performance.

Appendices and Statements of Work

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