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* Sample letter of intent *

See also a sample timesheet. Given only to provide a general idea of services and terms: This is not an offer of services, and actual agreements will vary from the one shown here.


Prepared [date]

Thomas Geller (The "Agency")
829 Fourteenth Street
San Francisco, CA 94114
Tel: 415-552-4356
E-mail: tom@tgeller.com
Web: http://www.tgeller.com

[Company name] (The "Client")
[Company address, etc.]

OVERVIEW

NAME (the "Client") has asked that Tom Geller (the "Agency") provide press relations and public relations services in order to promote its PRODUCT DESCRIPTION to (a) potential licensors, (b) the business community (potential partners, investors, etc.), and (c) the analyst community. A formal relationship is desirable for the following reasons:

  • Client expects to have an ongoing need for the Agency's services.
  • Client has asked Agency to represent the products to the press: An ongoing relationship guarantees Agency's commitment, continuity, brand identification, involvement and lack of conflict when members of the media call.
This Letter of Intent is the first documented agreement between Agency and Client; in case of contradictions between it and future agreements, the later one is binding.

AGENCY OBLIGATIONS

  1. Agency agrees to provide services on an as-needed, as-available, at-will basis.
  2. Agency agrees to track all time used in service of the Client, rounded off in 15-minute increments using standard rounding procedure. This will include all preparation and communications, whether performed in person, or by phone, e-mail, fax or other transmittal method. (See sample timesheet.)
  3. On the first of the month, Agency will send Client an invoice for time used in the previous month. This invoice will include a detailed record of how that time was spent.
  4. Time will not be debited for the following:
    1. Transit to and from sites within a 20-mile radius of Agency's office location in San Francisco
    2. Time Agency uses to become familiar with Client's products or IP
  5. Services Agency will provide under this agreement may include:
    1. Researching and writing press releases
    2. Responding to media inquiries
    3. Building and maintaining media contacts (including maintenance of a central database)
    4. Actively pursuing media coverage
    5. Attending conferences and demos related to the Client's products
    6. Production and distribution of Client-related materials
    7. Market research of competitors and possible partnerships
    8. Strategizing and analysis
    9. Setting up face-to-face and telephone briefings with media and analysts
    10. Attending face-to-face and telephone briefings with media and analysts
    11. Press kit updates
    12. Pursuing and/or writing articles that will carry the byline of a Client principal or employee.
  6. Services Agency will not provide under this agreement include:
    1. Direct sales
    2. Technical consulting
    3. Any activities Agency considers immoral or illegal
  7. Agency agrees to provide a copy of all support materials related to its relationship with the Client within 30 days of Client's request.
  8. Agency agrees to be respond quickly to Client inquiries, whether by phone, in person or by e-mail.
  9. Agency will treat all unreleased software, plans and online materials as company secrets, and will release no proprietary information unless directed to do so by Client.
  10. Agency will not bill for phone, fax, or online charges related to promotion of Client's business.

CLIENT OBLIGATIONS

  1. Client agrees to supply Agency with access to all software and online properties that Client wishes to be represented by Agency.
  2. Client understands that Agency's fee will be a flat rate of $150 per hour, as is recorded on the Agency's time sheet, with no discounts for volume.
  3. Client agrees to pay a deposit of $3,000 to begin the relationship. This money will cover the first 20 hours of work to be performed by Agency, and will be credited in the first invoice. No work will begin until this deposit is received by Agency.
  4. Client understands that Agency has set aside a minimum of [NUMBER] hours per week for its use, and guarantees that it will pay for that amount of time, even if requested workload falls below that number. This clause is not applicable if Agency is unwilling or unable to provide that many hours in the given week.
  5. Client will pay monthly invoices from Agency, in full, within 30 days of receipt.
  6. Client will pay for Agency's incidental expenses when traveling on Client business, including: airfare, hotels and meals. Each such trip will be specifically approved by Client in advance by e-mail, written, or voice agreement.
  7. Client agrees to pay for distribution and production of all Client-related materials, including wire fees, printing costs, and postage. Client also agrees to pay such incidental expenses as overnight delivery services, conference rooms and entertainment for potential customers and partners. Finally, Client will pay for media data ("press lists") unless both parties agree in advanc that such data is useful for reuse by the Agency. Such expenses will be approved in advance by Client by e-mail, voice, or in writing if total is over $50 per item.
  8. Client agrees to be respond quickly to Agency inquiries, whether by phone, in person or by e-mail.

FINAL NOTES

  1. Any work performed by Agency between TODAY'S DATE and the time a formal agreement is reached will be debited from the first month's account.
  2. This agreement is at-will, and can be unilaterally terminated by either party upon written or e-mail notice. However, termination does not relieve either party of previously agreed-to obligations.
  3. Agency will not incur unusual expenses without getting approval by e-mail, voice or writing from Client.
  4. Agency retains possession and use of all non-proprietary information created in the process of serving Client.
  5. All agreements are bound by the laws of the State of California, and disputes will be resolved within California.
  6. Disputes arising from the performance by either party under this engagement will be submitted to a mutually acceptable mediator and, if remained unresolved within fifteen days after any party's first attempt to set up mediation (or such longer period as all parties agree) then will be resolved by binding arbitration in San Francisco, California under the Commercial Rules of the American Arbitration Association, with a single arbitrator chosen by the AAA.
  7. If any legal action, including an action for declaratory relief, is brought to enforce or interpret the provisions of this agreement, the prevailing party will be entitled to reasonable attorneys' fees, which may be set by the court in the same action or in a separate action brought for that purpose, in addition to any other relief to which that party may be entitled.
Agreed,

_______________________________________
NAME for CLIENT (Client)




_______________________________________
Date






_______________________________________
Thomas Geller (Agency)




_______________________________________
Date



This page was last updated on Friday, January 06, 2012 at 12:17am UTC. All contents copyright 2005 by Tom Geller.