Professional PR Contract

PROFESSIONAL PR CONTRACT

This Professional Public Relations Services Agreement (the "Agreement") is made as of by and between Client Name: with principal place of business at (the "Client"), and PR Firm Name: with principal place of business at (the "Agency").

RECITALS

WHEREAS, the Client desires to retain the Agency to provide public relations, media relations, communications strategy and related services as set forth herein; and

WHEREAS, the Agency represents that it has the experience and personnel necessary to perform such services and is willing to provide the same on the terms and conditions contained in this Agreement; and

WHEREAS, the parties desire to set forth the terms and conditions under which the Agency will provide professional public relations services to the Client.

NOW, THEREFORE, in consideration of the mutual covenants set forth below, the parties agree as follows:

1. SERVICES

1.1 Scope. The Agency shall provide public relations services to the Client as described in the Statement of Work attached hereto and incorporated by reference. Brief description of primary deliverables and objectives:

1.2 Additional Services. Any services beyond the written scope shall require a written change order signed by both parties and will be billed in accordance with Section 3.

2. TERM

2.1 Effective Date and Term. The term of this Agreement shall commence on and continue until unless earlier terminated in accordance with Section 11.

2.2 Renewal. The Agreement shall automatically renew for successive periods of months unless either party provides written notice of non-renewal at least days prior to expiration.

3. COMPENSATION

3.1 Fees. As compensation for the Services, the Client shall pay the Agency the fees set forth below and in any attached Statement of Work.

3.2 Payment Terms. The Agency shall invoice the Client and payment shall be due within days of receipt of invoice. Late payments shall incur interest at .

4. EXPENSES

4.1 Reimbursable Expenses. Client shall reimburse Agency for reasonable third-party expenses incurred in connection with the Services, including media placement costs, travel, and vendor fees, provided such expenses are authorized in writing or agreed within the Statement of Work.

5. CONFIDENTIALITY

5.1 Confidential Information. "Confidential Information" means any non-public information disclosed by one party to the other, marked or identified as confidential, or by its nature reasonably understood to be confidential. The receiving party shall not disclose Confidential Information to third parties except as necessary to perform the Services and shall use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but no less than reasonable care.

6. INTELLECTUAL PROPERTY

6.1 Ownership. As between the parties, Client shall retain ownership of pre-existing Client intellectual property. Subject to full payment of fees due, the Agency hereby assigns to the Client all right, title and interest in deliverables specifically created for the Client under this Agreement; provided, however, that Agency retains ownership of any of its pre-existing tools, methodologies, templates and trade dress.

6.2 License to Agency Materials. To the extent Client provides materials to Agency for inclusion in deliverables, Client grants Agency a non-exclusive, non-transferable license to use such materials solely to perform the Services.

7. INDEPENDENT CONTRACTOR

7.1 Relationship. The Agency is an independent contractor and not an employee, partner, agent or joint venturer of the Client. The Agency is solely responsible for payment of taxes and other statutory obligations arising from the performance of the Services.

8. REPRESENTATIONS AND WARRANTIES

8.1 Mutual Representations. Each party represents and warrants that it has the full power and authority to enter into this Agreement, that the Agreement is binding and enforceable, and that its performance will not violate any agreement with any third party.

8.2 Agency Warranty. The Agency warrants that the Services will be performed in a professional and workmanlike manner consistent with industry standards. Except as expressly set forth, Agency disclaims all other warranties, express or implied.

9. INDEMNIFICATION

9.1 Indemnification by Agency. The Agency shall indemnify, defend and hold harmless the Client from and against any third-party claims arising from the Agency's breach of its representations, willful misconduct, or negligent performance of the Services.

9.2 Indemnification by Client. The Client shall indemnify, defend and hold harmless the Agency from and against any claim arising from materials supplied by the Client or Client's failure to obtain necessary rights and consents.

10. LIMITATION OF LIABILITY

10.1 Exclusion of Consequential Damages. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11. TERMINATION

11.1 Termination for Convenience. Either party may terminate this Agreement for convenience upon days' prior written notice.

11.2 Termination for Cause. Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within days after receipt of notice.

12. NOTICES

12.1 Delivery. All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below by hand, nationally recognized overnight courier, or certified mail (return receipt requested), or by email followed by a hard copy where email is used.

13. ASSIGNMENT

Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a change of control or sale of substantially all assets provided that the assignee assumes all obligations hereunder.

14. AMENDMENTS; WAIVER

No amendment to this Agreement shall be effective unless in writing and signed by both parties. Waiver of any breach shall not be deemed a waiver of any subsequent breach.

15. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state or jurisdiction selected by the parties below, without regard to conflict of laws principles.

16. ENTIRE AGREEMENT; SEVERABILITY; COUNTERPARTS

16.1 Entire Agreement. This Agreement, including any attached Statements of Work, constitutes the entire agreement between the parties and supersedes all prior agreements and understandings relating to the subject matter hereof.

16.2 Severability. If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement shall continue in full force and effect.

16.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which shall constitute one and the same instrument.

17. MISCELLANEOUS PROVISIONS

17.1 Remedies. Except as otherwise provided, the rights and remedies provided in this Agreement are cumulative and in addition to any other rights either party may have at law or in equity.

17.2 Publicity. Neither party shall issue public announcements or press releases concerning the existence or terms of this Agreement without the prior written approval of the other party, which shall not be unreasonably withheld.

ATTACHMENTS

The following documents are attached and form part of this Agreement: Statement of Work, Fee Schedule, and any mutually executed change orders.

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