Public Relations Document Amazon

PUBLIC RELATIONS SERVICES AGREEMENT — AMAZON

This Public Relations Services Agreement (the Agreement) is entered into as of Effective Date: by and between Client Name: (Client) and Service Provider: (Provider).

RECITALS

WHEREAS, Client manufactures, distributes or sells products or services on Amazon and seeks professional public relations, media relations and Amazon-specific communications support to increase visibility, manage reputation, and coordinate communications in connection with Client's Amazon presence; and

WHEREAS, Provider has experience and expertise in public relations, press release distribution, media outreach, influencer coordination and Amazon marketplace communications and is willing to provide such services subject to the terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire to set forth their mutual rights and obligations with respect to Provider's performance of the services described below.

SCOPE OF WORK

Standard services that may be provided include (select applicable): Press release drafting and distribution Media outreach and pitching Influencer coordination Amazon listing/storefront communications Monitoring and reporting

PAYMENT TERMS

Client shall pay Provider the total fee of $ for the services described herein, payable as follows.

All invoices are due within days of invoice date. Late payments shall incur interest equal to per month (or the maximum permitted by law, if lower), plus all costs of collection, including reasonable attorneys' fees.

TERM AND TERMINATION

The term of this Agreement shall commence on the Effective Date above and continue until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon written notice to the other party provided at least days prior to the effective termination date. Either party may terminate immediately for material breach by the other party if such breach remains uncured for a period of thirty (30) days after written notice of the breach. Termination shall not relieve Client of the obligation to pay for services performed and approved expenses incurred through the effective date of termination.

CONFIDENTIALITY

For the purposes of this Agreement, "Confidential Information" means non-public information disclosed by one party to the other party, whether orally, in writing, or by inspection, including business plans, product information, commercial terms, marketing strategies, customer and supplier lists, Amazon store performance data and other information that, by its nature or the circumstances of disclosure, should reasonably be understood to be confidential.

The receiving party shall: (a) hold Confidential Information in strict confidence and not disclose it to third parties except to its employees, agents or subcontractors on a need-to-know basis who are subject to confidentiality obligations at least as protective as those herein; (b) use Confidential Information only to perform its obligations under this Agreement; and (c) take reasonable measures to protect Confidential Information from unauthorized disclosure. These obligations shall not apply to information that (i) is or becomes generally available to the public other than through breach of this Agreement, (ii) was in the receiving party's possession prior to disclosure as demonstrated by written records, (iii) is rightfully received from a third party without restriction, or (iv) is independently developed by the receiving party without reference to the disclosing party's Confidential Information.

Upon termination or written request, the receiving party shall promptly return or destroy all materials containing Confidential Information and certify in writing to the disclosing party that such return or destruction has been completed. The obligations under this Section shall survive for a period of three (3) years following termination of this Agreement; trade secrets shall remain protected for so long as they qualify as trade secrets under applicable law.

INTELLECTUAL PROPERTY

All pre-existing intellectual property of each party shall remain the sole property of that party. Provider grants Client a non-exclusive, royalty-free, worldwide license to use materials delivered pursuant to this Agreement for Client's business and Amazon-related activities, subject to Client's full payment of amounts due. Provider retains the right to use any general know-how or experience developed during performance of the services, provided that no Confidential Information of Client is disclosed.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party shall indemnify and hold harmless the other party from and against any third-party claims arising out of the indemnifying party's gross negligence, willful misconduct, breach of its representations or breach of its confidentiality obligations. EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS, BREACH OF CONFIDENTIALITY OR A PARTY'S WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR EXEMPLARY DAMAGES, AND THE AGGREGATE LIABILITY OF EITHER PARTY FOR ANY CLAIM ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the parties at the addresses set forth below (or at such other address as either party may designate by notice). Notices shall be effective upon receipt.

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 conflicts of law provisions. Any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration conducted in that state, unless the parties mutually agree otherwise in writing.

ENTIRE AGREEMENT; AMENDMENT

This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, acquisition or sale of substantially all of its assets. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The headings in this Agreement are for convenience only and shall not affect interpretation.

By signing below, the parties acknowledge that they have read, understand and agree to be bound by the terms and conditions set forth in this Agreement.

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