Sponsored Document Request

SPONSORED DOCUMENT REQUEST

Parties and Request Overview

Recitals

WHEREAS, Sponsor desires to engage Provider to prepare and deliver a sponsored document described herein for the purposes set forth by Sponsor, subject to the terms and conditions of this request and agreement; and

WHEREAS, Provider represents that it has the necessary expertise, personnel and resources to prepare the sponsored document and to grant the licenses and attributions set forth below; and

WHEREAS, the parties intend that this Sponsored Document Request define the scope of work, payment, delivery schedule, confidentiality obligations and other terms that will govern the provision of the sponsored document.

Scope of Work

Payment Terms

Sponsor shall pay Provider the fees and reimburse expenses as set forth below. Provider shall submit invoices in accordance with the invoice schedule and Sponsor shall pay undisputed amounts in the timeframes specified.

Late payments shall accrue interest at a rate of on unpaid balances, or the maximum rate permitted by applicable law, whichever is lower.

Term and Termination

This Sponsored Document Request and the obligations herein commence on and continue until , unless earlier terminated in accordance with this section.

Either party may terminate this Request for convenience upon days' prior written notice to the other party. For material breach, the non-breaching party may terminate if the breaching party fails to cure within days after receipt of written notice specifying the breach.

Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other that is designated confidential or that by its nature ought to be treated as confidential. Each recipient shall: (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but not less than reasonable care; (b) use Confidential Information solely to perform its obligations under this Request; and (c) not disclose Confidential Information to any third party except to those employees, contractors or advisors who need to know and who are bound by obligations of confidentiality no less protective than those herein. Confidential Information does not include information that: (i) is or becomes publicly available through no breach by the recipient; (ii) was rightfully known to the recipient before disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed without use of the discloser's Confidential Information.

Notwithstanding the foregoing, a recipient may disclose Confidential Information to the extent required by law or legal process provided that, to the extent permitted, the recipient provides prompt written notice to the discloser and cooperates in seeking confidential treatment or a protective order.

Intellectual Property and License

Unless otherwise agreed in writing below, Provider shall retain ownership of pre-existing materials and underlying intellectual property. Upon full payment of fees due hereunder, Provider grants Sponsor a worldwide, non-exclusive, non-transferable license to use the final delivered sponsored document in the media, territories and for the purposes set forth in the Scope of Work. Sponsor shall not modify Provider's underlying source materials or claim authorship of Provider's pre-existing materials without express written permission.

Representations; Remedies

Each party represents that it has authority to enter into this Request and to perform its obligations hereunder. Provider represents that the deliverables will not knowingly infringe third party intellectual property rights. The parties acknowledge that breach of confidentiality or IP ownership provisions may cause irreparable harm for which monetary damages may be insufficient and that injunctive relief shall be an available remedy in addition to other remedies at law or in equity.

Governing Law; Entire Agreement

This Sponsored Document Request shall be governed by and construed in accordance with the laws of the state of , without regard to its conflicts of law principles.

This Request, together with any attachments and written amendments executed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings, whether written or oral. Any amendment or waiver must be in writing and signed by authorized representatives of both parties.

Notices

Attachments and Special Instructions

Are there attachments or sponsor-provided materials to be incorporated?

Execution and Certification

The undersigned certify that they are duly authorized to execute this Sponsored Document Request on behalf of the party for which they sign, that the information provided herein is accurate, and that the party will comply with the terms and conditions stated above.

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