Academy Email Template

ACADEMY EMAIL TEMPLATE AGREEMENT

This General Business Agreement (the "Agreement") is entered into as of by and between Academy Name: with principal place of business at and Client Name: .

WHEREAS

WHEREAS, Academy is engaged in the creation, design, and delivery of electronic mail templates, messaging frameworks, and related content for educational programs and marketing communications; and

WHEREAS, Client desires to retain Academy to develop one or more email templates and related deliverables as set forth in this Agreement, and Academy is willing to provide such services under the terms and conditions contained herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below, the parties agree as follows.

SCOPE OF WORK

EMAIL TEMPLATE SPECIFICATIONS

PAYMENT TERMS

Client shall pay Academy the total fee of $ for the services and deliverables described herein, payable as follows:

Invoices not paid within days of invoice date shall bear a late fee of , and Client shall also be responsible for reasonable collection costs and attorneys' fees incurred by Academy in enforcing payment.

TERM AND TERMINATION

The term of this Agreement commences on and continues until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach if the breaching party fails to cure such breach within 30 days after receipt of written notice specifying the breach.

CONFIDENTIALITY

"Confidential Information" means non-public business, technical, and financial information disclosed by one party to the other that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information. Each party shall (i) hold the other's Confidential Information in strict confidence, (ii) use it only for performance under this Agreement, and (iii) not disclose it to third parties except to those employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein. Confidentiality obligations shall survive termination for a period of three (3) years, except with respect to trade secrets, which shall be protected for as long as they remain trade secrets under applicable law.

INTELLECTUAL PROPERTY; LICENSES

Academy represents that it owns or has the right to grant the rights granted herein. Upon Client's full payment of all amounts due, Academy grants Client a non-exclusive, non-transferable license to use the completed email templates and materials for Client's internal marketing and communications; Academy retains ownership of any underlying templates, tools, and pre-existing components. Any third-party assets included shall be subject to their respective license terms; Academy will disclose such assets in writing. Modifications by third parties shall void any warranty related to those modifications.

DELIVERY AND ACCEPTANCE

Academy will deliver the initial draft of deliverables within days after the Effective Date. Client shall review and provide acceptance or written change requests within days of delivery. Failure to provide timely written notice of defects shall constitute acceptance.

WARRANTIES; LIMITATION OF LIABILITY

Academy warrants that services will be performed in a professional manner consistent with industry standards. EXCEPT FOR THE LIMITED WARRANTY ABOVE, ACADEMY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO ACADEMY UNDER THIS AGREEMENT IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY, AND NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES.

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 laws principles. The parties shall first attempt in good faith to resolve disputes by negotiation. If unresolved within 30 days, disputes shall be resolved by binding arbitration conducted in the county of Academy's principal place of business, unless the parties mutually agree otherwise.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including all exhibits and attachments incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision is held unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Academy may assign to an affiliate or successor in connection with a merger or sale of substantially all of its assets.

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