Virtual Zombie Read Document

VIRTUAL ZOMBIE READ AGREEMENT

This Virtual Zombie Read Agreement ("Agreement") is entered into as of by and between Client Name: and Service Provider Name:

RECITALS

WHEREAS, Client desires to engage Provider to perform a virtual reading presentation and related digital deliverables focused on fictional undead themes and related content (the "Virtual Zombie Read"); and

WHEREAS, Provider represents that it has the experience, personnel, equipment and rights necessary to perform the Virtual Zombie Read and produce the agreed deliverables in accordance with the terms set forth herein; and

WHEREAS, the parties desire to set forth the terms and conditions under which Provider will perform such services and Client will compensate Provider.

PARTIES' CONTACT INFORMATION

SCOPE OF WORK

Provider will perform the Virtual Zombie Read services and deliverables described below. Provider shall perform the services in a professional manner consistent with industry standards.

Type of Virtual Read (select all applicable):

Live interactive stream Pre-recorded video Interactive Q&A session

PAYMENT TERMS

Client shall pay Provider the fees set forth below in exchange for the services and deliverables. All fees are exclusive of taxes unless otherwise stated.

All payments due under this Agreement are payable within the time periods described in the Payment Schedule. Past due amounts shall accrue interest at the rate specified above and Provider may suspend performance if amounts are not paid when due after providing written notice.

TERM AND TERMINATION

This Agreement commences on Start Date: and continues through End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon written notice delivered at least days prior to the effective termination date. Either party may terminate immediately for cause if the other party materially breaches this Agreement and fails to cure the breach within thirty (30) days of receipt of written notice specifying the breach.

Upon termination, Client shall pay Provider for all services performed and expenses incurred through the effective date of termination. Provider shall deliver to Client any completed deliverables and work in progress for which Client has paid.

CONFIDENTIALITY

Each party (the "Receiving Party") agrees that it will not use or disclose Confidential Information of the other party (the "Disclosing Party") except as necessary to perform its obligations under this Agreement. "Confidential Information" means non-public business, technical, creative or financial information disclosed by a party that is designated as confidential or that reasonably should be understood to be confidential under the circumstances.

The obligations in this section shall not apply to information that (a) was known to the Receiving Party prior to disclosure, (b) becomes publicly available through no breach of this Agreement, (c) is rightfully obtained from a third party without restriction, or (d) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information. The confidentiality obligations shall survive termination of this Agreement for a period of months.

INTELLECTUAL PROPERTY; LICENSES

Unless otherwise expressly agreed in writing, Provider retains all right, title and interest in any pre-existing materials, know-how, concepts, software, processes or other intellectual property used in the performance of services. Upon full payment of amounts due hereunder, Provider grants Client a non-exclusive, non-transferable license to use the final deliverables solely for Client's internal promotional or entertainment purposes as set forth in the Scope of Work. Provider shall not be required to transfer source code or proprietary tools except by separate written agreement and additional consideration.

INDEMNIFICATION; LIMITATION OF LIABILITY

Each party shall indemnify, defend and hold harmless the other party from third-party claims arising out of its willful misconduct or material breach of this Agreement. EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT, FRAUD OR A PARTY'S BREACH OF CONFIDENTIALITY OR INTELLECTUAL PROPERTY OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR SPECIAL DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY SHALL BE LIMITED TO THE AMOUNTS PAID OR PAYABLE TO PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.

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 conflict of law principles. The parties agree that any dispute arising out of or relating to this Agreement shall be resolved in the state or federal courts located in and the parties hereby submit to the exclusive jurisdiction and venue of such courts.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with any exhibits or attachments signed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, proposals, negotiations and communications, whether written or oral. No amendment or modification of this Agreement will be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Relationship of the parties: Provider is an independent contractor and nothing in this Agreement creates an employment, agency, joint venture or partnership relationship. Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other, except that Provider may assign receivables or transfer rights in connection with a sale of substantially all of its assets.

Notices required under this Agreement shall be in writing and delivered to the contact information set forth above or to such other address as a party may specify in writing.

Sign Now