Business Communication Automated Messages

BUSINESS COMMUNICATION AUTOMATED MESSAGES AGREEMENT

This Business Communication Automated Messages Agreement (the Agreement) is entered into as of by and between Client Name: and Service Provider Name: .

WHEREAS

WHEREAS, Client requires automated messaging services for business communications, including but not limited to notifications, transactional messages, marketing campaigns, and customer service messages; and

WHEREAS, Service Provider has the systems, expertise, and personnel necessary to design, implement, manage, and deliver automated message programs in accordance with applicable laws and the terms set forth herein; and

WHEREAS, the parties desire to set forth the terms and conditions under which Service Provider will provide automated messaging services to Client.

SCOPE OF WORK

Services to be provided include message design, template setup, scheduling and delivery, monitoring and reporting, inbox handling where applicable, and technical integration with Client systems as described above. Any additional services requested by Client not described in the scope_of_work will require a separate written change order and may incur additional fees.

MESSAGE CHANNELS AND CONFIGURATION

Channels to be used (select all that apply):

Expected average monthly message volume: ; Peak daily volume: .

PAYMENT TERMS

Client agrees to pay Service Provider the amounts set forth below in consideration for the services provided under this Agreement.

Late Payment: Unpaid amounts shall accrue a late fee equal to per month (or the maximum allowed by applicable law, if lower), plus a one-time administrative charge of .

TERM AND TERMINATION

This Agreement commences on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon written notice to the other party at least days prior to the effective termination date. Either party may terminate immediately for material breach that is not cured within 15 days after written notice of such breach.

CONFIDENTIALITY

Each party (Receiving Party) will keep confidential and not disclose to any third party any non-public information received from the other party (Disclosing Party) that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, message lists, customer contact data, pricing, and technical integration details.

Confidentiality obligations shall continue for a period of years following termination or expiration of this Agreement, except that trade secrets shall be protected for so long as they qualify as trade secrets under applicable law.

COMPLIANCE; OPT-OUT; DATA SECURITY

Service Provider shall implement reasonable administrative, technical, and physical safeguards to protect personal data processed in connection with message delivery. Client represents and warrants that it has obtained all necessary consents and has the right to provide recipient contact information for the messaging contemplated by this Agreement.

All automated messages must include clear mechanisms allowing recipients to opt out of future communications where required by applicable communications, privacy, and anti‑spam laws. Service Provider will honor valid opt-out requests promptly and will maintain records of opt-outs. Client remains responsible for the accuracy of recipient data and for honoring opt-out requests arising from channels managed by Client.

LIMITATION OF LIABILITY

Except for liability arising from willful misconduct or gross negligence, each party's aggregate liability for any claim arising out of this Agreement will not exceed the fees paid or payable by Client to Service Provider under this Agreement in the twelve (12) months preceding the claim. Neither party will be liable for special, incidental, consequential, punitive, or exemplary damages, even if advised of the possibility of such damages.

INTELLECTUAL PROPERTY

All pre-existing intellectual property of each party shall remain the sole property of that party. Client retains ownership of Client-provided data and content. Service Provider retains ownership of Service Provider's pre-existing tools, systems, and templates. To the extent Service Provider creates custom message templates or creative work for Client, the parties agree that ownership will be as follows: Client owns final content paid for under this Agreement; Service Provider retains underlying tools and reusable elements and may retain copies for backup and archival purposes.

GOVERNING LAW

This Agreement will be governed by and construed in accordance with the laws of the state provided here: without regard to its conflict of law principles.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any exhibits or mutually executed statements of work, constitutes the entire agreement between the parties with respect to the subject matter herein and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. Any amendment or modification must be in a writing signed by authorized representatives of both parties.

NOTICES

MISCELLANEOUS PROVISIONS

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, acquisition, or sale of substantially all assets, provided that the assignee assumes all obligations under this Agreement.

Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect.

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