Professional Services Content Strategy Contract

Professional Services Content Strategy Contract

This Professional Services Content Strategy Contract (the "Agreement") is entered into as of by and between Client Name: and Service Provider Name: .

Recitals

WHEREAS, Client seeks the expertise of Service Provider to develop and implement a content strategy designed to meet Client's business objectives; and

WHEREAS, Service Provider represents that it has the professional experience, personnel, and resources necessary to provide the services described in this Agreement; and

WHEREAS, the parties desire to set forth the terms and conditions under which Service Provider will provide content strategy services to Client.

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

1. Scope of Services

1.1 Services. Service Provider shall perform the professional services described in the Scope of Services below (the "Services"). The Services shall include strategic planning, audience research, content auditing, editorial calendar development, content governance recommendations, and related advisory services as set forth in the Scope of Services.

2. Deliverables and Acceptance

2.1 Deliverables. Service Provider shall deliver the tangible outputs described below (the "Deliverables"). Each Deliverable shall include sufficient documentation for Client to evaluate compliance with the Acceptance Criteria.

3. Fees and Payment

3.1 Compensation. Client shall pay Service Provider the fees for Services in accordance with the Fee Schedule below. Unless otherwise stated, fees are exclusive of taxes and reimbursable expenses.

3.2 Invoices and Payment Terms. Service Provider shall submit invoices in accordance with the Payment Schedule. Client shall pay undisputed invoices within days of receipt. Overdue amounts shall accrue interest at the lesser of 1.5% per month or the maximum permitted by law.

4. Expenses

4.1 Preapproved Expenses. Client shall reimburse Service Provider for reasonable, preapproved out-of-pocket expenses incurred in connection with the Services upon submission of itemized receipts.

5. Term and Termination

5.1 Term. The term of this Agreement commences on the Effective Date and continues until completion of the Services or termination in accordance with this Section.

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

5.3 Termination for Cause. Either party may terminate immediately for material breach that remains uncured for days after written notice of such breach.

5.4 Effect of Termination. Upon termination, Client shall pay Service Provider for Services performed and non-cancellable obligations incurred through the effective date of termination. Service Provider shall deliver all work in progress and, upon payment, shall assign to Client any completed Deliverables as provided in Section 7.

6. Confidentiality

6.1 Definition. "Confidential Information" means non-public information disclosed by a party that is designated confidential or that reasonably should be understood to be confidential given its nature.

6.2 Obligations. Each party shall (a) use Confidential Information only for performance of this Agreement; (b) restrict access to employees and agents who have a need to know; and (c) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but not less than reasonable care.

6.3 Exceptions. Confidential Information does not include information that is: (i) publicly known through no breach; (ii) rightfully received from a third party without restriction; (iii) independently developed; or (iv) required to be disclosed by law, provided the disclosing party is given prompt notice and the disclosure is limited to the extent permitted.

7. Intellectual Property

7.1 Ownership of Preexisting Materials. Each party retains ownership of its preexisting materials and intellectual property. Service Provider grants Client a non-exclusive license to any preexisting materials embedded in Deliverables only to the extent necessary for Client's use of the Deliverables.

7.2 Assignment of Deliverables. Subject to Client's full payment of fees and expenses, Service Provider assigns to Client all right, title and interest in and to the Deliverables prepared specifically for Client under this Agreement, except for any third-party materials and Service Provider's tools, methodologies, templates and inventions, which remain Service Provider's property.

8. Warranties; Disclaimers

8.1 Service Provider Warranty. Service Provider warrants that it will perform the Services with commercially reasonable skill and care in accordance with generally accepted industry standards.

8.2 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 8.1, SERVICE PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

9. Limitation of Liability

9.1 EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS OR LIABILITY FOR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

10. Indemnification

10.1 By Service Provider. Service Provider shall indemnify and hold harmless Client from and against third-party claims arising from Service Provider's breach of Section 7 (Intellectual Property) or Service Provider's gross negligence or willful misconduct in performing the Services.

10.2 By Client. Client shall indemnify and hold harmless Service Provider from and against third-party claims to the extent arising from Client-provided materials, Client's misuse of Deliverables, or Client's breach of this Agreement.

11. Relationship of Parties

The parties are independent contractors. Nothing in this Agreement creates an employment, partnership or joint venture relationship or authorizes either party to act as agent of the other.

12. Non-Solicitation

During the term of this Agreement and for a period of twelve (12) months thereafter, Client shall not directly solicit for employment any person who is then an employee of Service Provider and who substantially participated in the performance of the Services, unless Service Provider provides prior written consent.

13. Notices

All notices under this Agreement shall be in writing and shall be delivered by hand, nationally recognized overnight courier, or certified mail to the addresses set forth below or to such other address as a party may designate by notice in accordance with this Section. Notices are effective upon receipt.

14. 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.

15. Entire Agreement

This Agreement, including any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral.

16. Severability

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and the parties shall endeavor in good faith to replace the invalid provision with a valid provision that achieves, to the extent possible, the original intent.

17. Amendments and Waiver

No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties. The failure of either party to enforce any right shall not constitute a waiver of that right.

18. Counterparts; 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 shall be effective as originals.

19. Miscellaneous

19.1 Assignment. Neither party may assign this Agreement without the other's prior written consent, except that Service Provider may assign to an affiliate or in connection with a merger or sale of substantially all its assets.

19.2 Force Majeure. Neither party shall be liable for delays or failures resulting from causes beyond its reasonable control, provided that the delayed party promptly notifies the other and uses commercially reasonable efforts to resume performance.

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