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Public Relations Services Agreements

Roger Royse & Satya Narayan

Royse Law Firm, PC

1717 Embarcadero Road

Palo Alto, CA 94303

rroyse@rroyselaw.comsnarayan@rroyselaw.com

www.rroyselaw.com

www.rogerroyse.com

Skype: roger.royse

IRS Circular 230 Disclosure: To ensure compliance with the requirements imposed by the IRS, we inform you that any tax advice contained in this communication,

including any attachment to this communication, is not intended or written to be used, and cannot be us ed, by any taxpayer for the purpose of (1) avoiding penalties

under the Internal Revenue Code or (2) promoting, marketing or recommending to any other person any transaction or matter addressed herein.

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STANDARDSERVICEAGREEMENT?

SOME OBJECTIVESFOR CONSULTANTS

Scope of Services

Payment Terms

Managing Potential Liability

Publicity

Dispute Management

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SCOPEOF SERVICES

Setting expectations

Specifications

Performance schedule

Ownership of work product

Ongoing nature of PR services Flexibility to change scope

Clients cooperation

Beware of time is of the essence clause

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PAYMENT TERMS

Retainer, fixed fees, or time and materials?

Expenses reimbursable?

Need clients approval?

Failure to pay? Escalation?

Suspend performance?

Interest on late payments?

Collection costs?

Termination rights?

Dispute resolution mechanism?

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MANAGING POTENTIAL LIABILITY

Sources for consultants potential liability

Clients content

Clients confidential information

Clients employee and end user data Consultants personnel's acts or omissions

Consultants breach of contract

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MANAGING POTENTIAL LIABILITY (CONTD)

Indemnification, warranties, and liability limitations

Client will ask for no limits

Ideally try to limit consultant liability to fees paid;

disclaim consequential damages

Limit service warranty to performance in professional andworkmanlike manner, with exclusive remedy being

correction of defective services reported within 30 days of

performance

Any indemnity given should be limited to unaffiliated third

party claims and preferably capped

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Infringement indemnity from client

Client content

Infringement indemnification from consultant Do fees justify indemnification?

Limit to 3rd party claims!

Carry insurance?

MANAGING POTENTIAL LIABILITY (CONTD)

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PUBLICITY

Public reference to the client or use of the clientstrademarks should be done only with clients

written consent

Reference to clients name as a customer maybe easier toget than rights to use clients trademark

Client may have a policy against public reference

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DISPUTE MANAGEMENT

Material breach

Escalation/ mediation

Arbitration as an alternative to litigation

Arbitration advantages:

Confidential, if agreed in writing

Quicker resolution

Potentially less costly

Limit appeal, by express requirement offinaland bindingnature of arbitration

Choice of law and venue

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ADDITIONAL TIPSFOR CONSULTANTS

Avoid starting from clients standard services

agreement

Restrictive covenants:

Non-competition

Exclusivity

Non-solicitation

Termination

Does consultant have the right to terminate?

Outstanding fees payable to consultant?

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partners.

Royse University: Providing business, tax, and legal

content to founders and executives.

Royse Law Legal Wizard: Offering legal document

templates and more.

www.RoyseUniversity.com

www.RoyseLink.com

www.rroyselaw.com/ijuris_login_jp.html

Additional Resources

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and structure your company in Delaware or California.

www.mobilesense.net/rroyselaw/legalwizard

http://www.royseuniversity.com/http://www.royselink.com/http://www.rroyselaw.com/ijuris_login_jp.htmlhttp://localhost/var/www/Downloads/mobilesense.net/rroyselaw/legalwizardhttp://rroyselaw.com/royselaw-legalwizard/http://localhost/var/www/Downloads/mobilesense.net/rroyselaw/legalwizardhttp://www.rroyselaw.com/ijuris_login_jp.htmlhttp://www.royselink.com/http://www.royseuniversity.com/

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www.rroyselaw.com

@RoyseLaw

PALO ALTO

1717 Embarcadero Road

Palo Alto, CA 94303

LOS ANGELES

11150 Santa Monica Blvd.

Suite 1200

Los Angeles, CA 90025

SAN FRANCISCO

135 Main Street

12th Floor

San Francisco, CA 94105

Palo Alto Office: 650-813-9700

Contact Us

http://www.rroyselaw.com/http://www.rroyselaw.com/

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The discussion of tax consideration was not intended or written to be used, and cannot be used,

by any taxpayer for the purpose of avoiding tax penalties that may be imposed by the Internal

Revenue Service. Each party should seek advice based on the partys particular circumstances

from an independent tax advisor.

In accordance with Section 6694 of the Internal Revenue Code of 1986, as amended (the

Code), we hereby advise you that the positions set forth herein may lack substantial authority

and, therefore, may be subject to penalty under Code section 6662(d) unless adequately

disclosed on IRS Form 8275.

Circular 230 Disclosure

This presentation is limited to the public relations consultant/ vendor perspective. This

presentation and its contents are solely for informational purposes and does not constitute legal

advice.

Disclaimer