Business Communication RSD Letters

BUSINESS COMMUNICATION RSD LETTERS AGREEMENT

This Business Communication RSD Letters Agreement (the "Agreement") is made effective as of by and between Client Name: and Service Provider Name: .

WHEREAS

WHEREAS, Client requires the preparation, customization and distribution of RSD letters (defined as written business communications for records, service determinations, responses to service disputes, and related customer notifications) in accordance with Client policies and applicable law; and

WHEREAS, Service Provider represents that it has the personnel, experience and resources necessary to prepare, review and deliver such RSD letters in a professional manner and to assist with template development, approval workflows and distribution; and

WHEREAS, the parties desire to set forth the terms under which Service Provider will provide RSD letter services and Client will compensate Service Provider.

PARTY CONTACTS

SCOPE OF WORK

Service Provider shall perform the services described below and deliverables are subject to Client approval as defined in this Agreement.

Delivery methods (select all that apply):

PAYMENT TERMS

Client shall pay Service Provider the fees set forth below in consideration for the services and deliverables provided under this Agreement.

TERM AND TERMINATION

This Agreement commences on Start Date: and shall continue until End Date: unless earlier terminated as provided below.

Either party may terminate this Agreement for material breach if the breaching party fails to cure the breach within after receipt of written notice specifying the breach. Termination shall not relieve Client of its obligations to pay for services performed or expenses incurred through the effective date of termination.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means nonpublic information disclosed by one party to the other relating to business processes, template text, customer data, distribution lists, pricing, and other proprietary matters. Receiving party shall (a) use Confidential Information solely to perform its obligations under this Agreement, (b) restrict disclosure to employees and subcontractors with a need to know, and (c) protect such information with at least the same degree of care it uses to protect its own confidential information, but in no event less than a reasonable standard of care.

Confidentiality obligations shall survive termination for a period of following the termination or expiration of this Agreement, except with respect to trade secrets which shall be protected for so long as such information remains a trade secret under applicable law.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Client shall retain ownership of its pre-existing materials and all customer data. Service Provider shall retain ownership of its pre-existing tools and methodologies. To the extent that Service Provider creates original RSD letter templates specifically for Client under this Agreement, such templates shall be deemed a "Client Work Product" and ownership shall transfer to Client upon full payment for the services generating that Work Product; provided, however, that Service Provider may retain a non-exclusive, non-identifying archival copy for internal recordkeeping and compliance purposes.

LIMITATION OF LIABILITY & INDEMNITY

Each party shall indemnify and hold harmless the other from third-party claims arising from that party's negligence or willful misconduct in connection with this Agreement. Except for breaches of confidentiality or indemnity obligations, neither party's aggregate liability for any claim arising under this Agreement shall exceed the total fees paid by Client to Service Provider in 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. The parties submit to the exclusive jurisdiction of the courts located in that State for disputes arising out of this Agreement.

ENTIRE AGREEMENT

This Agreement, including any exhibits or attachment executed by the parties and any approved template approvals executed in writing, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, proposals, negotiations and communications, whether written or oral. No amendment or waiver shall be effective unless in writing and signed by authorized representatives of both parties.

APPROVALS AND CLIENT RESPONSIBILITIES

Client shall provide timely access to necessary data, approval decisions and any regulatory or policy constraints that affect RSD letter content. Service Provider shall submit draft templates for Client approval; Client approval is required in writing (email or signed memorandum) before any template is distributed to recipients. Failure to provide timely approval may delay delivery and modify the delivery schedule.

MISCELLANEOUS

If any provision of this Agreement is held unenforceable, the remaining provisions shall continue in full force and effect. No waiver of any breach shall constitute a waiver of any subsequent breach. The parties are independent contractors and nothing herein creates a joint venture, partnership or employment relationship.

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