Business Call IO Template

Business Call IO Template

This Business Call Insertion Order (the "IO") is entered into as of by and between Client Name: and Vendor Name: .

WHEREAS

WHEREAS, Client desires to procure outbound and/or inbound business calls and related services for a campaign described herein; and

WHEREAS, Vendor represents that it has the resources, personnel and technical capability to provide such telephony services and agrees to provide services pursuant to the terms of this IO; and

WHEREAS, the parties intend for this IO to govern the specific scope, payment, schedule and operational obligations for the campaign identified below.

PARTIES AND CONTACTS

SCOPE OF WORK

Campaign Name:    Call Type:

Target Start Date:    Target End Date:

Estimated Number of Calls:    Rate per Call (USD):    Total Budget (USD):

Call Recording Included:    Vendor will comply with all applicable call recording and consent laws and will conspicuously notify call recipients where required.

PAYMENT TERMS

Billing Amount (per invoice) (USD):

Invoices are due within days of receipt. Late payments shall incur a late fee of per month on the unpaid balance or the maximum lawful rate, whichever is less.

TERM AND TERMINATION

Term Commencement:    Term Expiration:

Either party may terminate this IO for convenience upon days' prior written notice. Termination for material breach is effective immediately upon written notice if the breaching party fails to cure within days after receipt of such notice.

CONFIDENTIALITY

For purposes of this IO, "Confidential Information" means non-public information disclosed by either party relating to business plans, pricing, call lists, scripts, technical processes, performance metrics and customer data. Each party shall: (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but not less than reasonable care; (b) use Confidential Information solely to perform obligations under this IO; and (c) not disclose Confidential Information to any third party except to employees, agents or contractors with a need to know who are bound by confidentiality obligations no less restrictive than those herein. Confidentiality obligations survive termination for a period of three (3) years, except that Customer personal data and trade secrets remain protected for so long as they qualify as confidential.

Client warrants that any call lists provided to Vendor have been collected and furnished in compliance with applicable laws and that Client shall indemnify Vendor for claims arising from Client-supplied data that is non-compliant.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims, damages, losses and expenses arising out of that party's breach of representations, warranties or willful misconduct. EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF CONFIDENTIALITY, NEITHER PARTY SHALL BE LIABLE FOR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, AND AGGREGATE LIABILITY SHALL NOT EXCEED THE FEES PAID OR PAYABLE UNDER THIS IO DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.

GOVERNING LAW

This IO shall be governed by and construed in accordance with the laws of , without regard to its conflict of law principles. The parties submit to the exclusive jurisdiction of the courts of that state for disputes arising out of this IO.

ENTIRE AGREEMENT

This IO, together with any attachments or exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, representations and understandings, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

Neither party may assign this IO without the prior written consent of the other party, except that either party may assign this IO in connection with a merger, acquisition or sale of substantially all assets. If any provision of this IO is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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