Business Communication Message Net

BUSINESS COMMUNICATION MESSAGE NET

This Business Communication Message Net Agreement (the Agreement) is made effective as of Effective Date: by and between Client Name: and Service Provider Name: .

RECITALS

WHEREAS, Client Name: seeks to establish a managed message distribution network (the Message Net) to transmit business communications to designated recipients; and

WHEREAS, Service Provider Name: represents that it has the expertise, systems, and personnel necessary to operate, manage and maintain the Message Net in accordance with the terms set forth herein; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the design, operation, security, and commercial terms governing the Message Net.

SCOPE OF WORK

Service Provider shall provide the following services in connection with the Message Net. Services include network design and provisioning, secure message routing, message formatting and delivery monitoring, recipient opt-out handling, reporting, technical support, and maintenance as described below. Specific performance standards, service levels, and deliverables are set forth in the box below.

PAYMENT TERMS

In consideration for the services rendered, Client shall pay Service Provider as set forth below. All amounts are in U.S. dollars unless otherwise stated.

Unless otherwise agreed in writing, late payments shall bear interest at the rate set forth above and the Service Provider may suspend performance for unpaid invoices after providing ten (10) days' prior written notice to Client.

TERM AND TERMINATION

This Agreement shall commence 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 intended termination date. Client shall pay Service Provider for all services performed and costs incurred through the effective date of termination.

Either party may terminate for material breach if the breaching party fails to cure the breach within thirty (30) days after receiving written notice specifying the breach. Material breach includes, but is not limited to, failure to pay undisputed invoices, repeated service level failures, or violation of confidentiality obligations.

CONFIDENTIALITY

For purposes of this Agreement, Confidential Information means all non-public information disclosed by a disclosing party to the receiving party, whether in oral, written, graphic, electronic or other form, including customer lists, pricing, message content metadata, security procedures, system architecture, and business plans.

The receiving party shall: (a) use Confidential Information solely to perform its obligations under this Agreement, (b) protect Confidential Information with no less than the same degree of care it uses to protect its own confidential information but not less than a reasonable standard of care, and (c) not disclose Confidential Information to any third party except to its employees, contractors or agents who have a need to know and who are bound by confidentiality obligations at least as restrictive as those set forth herein.

The obligations in this section shall not apply to information that: (i) was known to the receiving party without restriction prior to disclosure, (ii) becomes publicly known through no fault of the receiving party, (iii) is rightfully received from a third party without breach of any obligation of confidentiality, or (iv) is independently developed by the receiving party without use of the disclosing party's Confidential Information. Upon termination or expiration of this Agreement, receiving party shall promptly return or destroy all Confidential Information and certify in writing such return or destruction upon request. Confidentiality obligations shall survive termination for a period of two (2) years, except for trade secrets which shall remain protected for as long as they qualify as trade secrets under applicable law.

DATA SECURITY AND COMPLIANCE

Service Provider shall maintain administrative, technical and physical safeguards appropriate to the risk, including encryption in transit where applicable, access controls, logging, and incident response procedures. Service Provider shall notify Client of any confirmed security incident affecting Client data within seventy-two (72) hours of discovery and shall reasonably cooperate with Client in remediation and regulatory reporting where required.

Email SMS/Text Push Notification Automated Voice

LIMITATION OF LIABILITY

Except for liability arising from willful misconduct, fraud, gross negligence or breach of confidentiality, neither party shall be liable for incidental, consequential, special or punitive damages. Each party's aggregate liability for claims arising out of or related to this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement during the twelve (12) months preceding the claim.

GOVERNING LAW

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. Exclusive venue for disputes shall be the state or federal courts located within that state, and the parties hereby submit to the personal jurisdiction of such courts.

ENTIRE AGREEMENT

This Agreement, including all exhibits, attachments and statements of work executed hereunder, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether written or oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

NOTICES

Notices required under this Agreement shall be in writing and delivered to the addresses provided above, or to such other address as a party may designate by notice to the other.

MISCELLANEOUS

If any provision of this Agreement is held invalid or 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 Service Provider may assign to an affiliate or in connection with a merger or sale of substantially all assets.

Sign Now