31 Jul 2013 The Public Relations Services Agreement: Top 5 Tips for Vendors
By Royse Law Firm, PC
- Avoid Negotiating from the Client’s Service Agreement. Clients sometimes ask vendors of public relations services (“PR services”) to accept or negotiate from the client’s standard service contract. Apart from being client favorable, client service contracts may be inappropriate and unduly burdensome for PR service vendors as they are usually intended for contractors who provide product development services.
- Clearly Define Risk Allocation. Properly drafted risk allocation will consist of a combination of clearly defined obligations and assumptions for both parties, limited warranties (if any), liability exclusions, exclusive remedies, and liability limitations. Vendors should also expressly require clients to provide indemnification from and against third party claims brought against the vendor alleging that any of the content or materials furnished by the client is infringing. Clients may require a reciprocal indemnity but be careful to limit the indemnity to third party claims (as distinguished from the client’s own claims).
- Respect Data Privacy. PR service vendors with access to personally identifiable information (that is, any information about an individual, including information linked or linkable to an individual) of end users or employees of clients should educate their personnel about data privacy laws. Unless otherwise agreed in writing by the client, use and disclosure of the personally identifiable information of client’s end users and employees should be limited to the purposes specified in the client’s privacy policies.
- Obtain the Client’s Permission to Publicize the Relationship. Unless it is required by applicable law, any public reference to the client or use of the client’s trademarks, for example on the vendor’s website, should be done only with the client’s express consent such as through an affirmative clause in the PR services agreement. Note that apart from the legal risk associated with such use without such consent, clients may have a policy against such use.
- Require Arbitration for Dispute Resolution. Litigation, or the resolution by courts, of disputes is a time-consuming, costly, and public affair. As a vendor, you may want to expressly require in the PR services agreement, final and binding arbitration as the parties choice for dispute resolution. Arbitration may be shorter in duration and less costly than litigation, but most importantly, if expressly specified in the PR services agreement, the arbitration proceedings, disclosures, and award can be required to be treated confidential.
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