Public Relations Form

Public Relations Services Agreement

This Public Relations Services Agreement ("Agreement") is made and entered into as of Effective Date: by and between Client Name: and Agency Name: .

WHEREAS

WHEREAS, Client desires to retain Agency to provide public relations, media relations and communications services in accordance with the terms and conditions set forth herein; and

WHEREAS, Agency represents that it has the experience, personnel and resources to provide such services and agrees to perform the services described in this Agreement in a professional manner consistent with industry standards.

SCOPE OF WORK

DELIVERABLES & APPROVALS

Agency shall prepare the following deliverables and obtain Client approvals as specified below. Agency will submit drafts for review and revision consistent with the schedule set forth in the Scope of Work.

PAYMENT TERMS

Client agrees to pay Agency for services set forth in this Agreement in accordance with the following terms.

Reimbursable expenses incurred by Agency in carrying out the Scope of Work shall be reimbursed by Client within thirty (30) days of submission of receipts, provided Agency obtains Client's prior written approval for expenses expected to exceed per item.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall 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 no less than days prior to the effective termination date. Either party may terminate for material breach if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach.

CONFIDENTIALITY

Each party acknowledges that, in the performance of this Agreement, it may be given access to Confidential Information of the other. "Confidential Information" means non-public trade secrets, business plans, strategies, unreleased announcements, media materials, financial information, and other information designated as confidential or that reasonably should be understood to be confidential. Each party agrees to (i) hold the Confidential Information in strict confidence, (ii) not disclose it to third parties except as expressly permitted in this Agreement, and (iii) use the Confidential Information solely to perform its obligations under this Agreement. The obligations in this Section shall survive for a period of months following termination or expiration of this Agreement.

INTELLECTUAL PROPERTY

Subject to Client's payment in full of all amounts due, Agency hereby assigns to Client all right, title and interest in original deliverables created specifically for Client under this Agreement. Agency retains ownership of its pre-existing materials, methodologies, templates, and general know-how. To the extent Agency incorporates pre-existing or third-party materials into deliverables, Agency grants Client a perpetual, non-exclusive, worldwide license to use those materials as embedded in the deliverables. Agency shall obtain and deliver to Client any third-party licenses necessary for Client's use.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising out of the indemnifying party's gross negligence or willful misconduct or breach of its representations and warranties. Except for breaches of confidentiality or indemnification obligations, neither party shall be liable for consequential, special or punitive damages. Agency's aggregate liability for claims arising out of this Agreement shall not exceed the total fees paid by Client to Agency under this Agreement in the twelve (12) months preceding the claim.

REPRESENTATIONS, WARRANTIES AND COVENANTS

Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder. Agency represents that the services will be performed in a professional and workmanlike manner consistent with prevailing industry standards.

NOTICES

All notices required or permitted hereunder shall be in writing and delivered to the addresses below (or to such other address as either party may designate by notice). Notices shall be deemed received on the date of delivery if delivered personally or by email with confirmation, or three (3) business days after deposit with a nationally recognized courier.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for any action arising out of this Agreement.

ENTIRE AGREEMENT

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

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Agency may assign to an affiliate or in connection with a sale of substantially all of its assets.

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