Business Correspondence October Letters

Business Correspondence October Letters

This General Business Agreement for Business Correspondence October Letters ("Agreement") is entered into as of by and between:

Recitals

WHEREAS, Service Provider has demonstrated experience and expertise in preparing, drafting and distributing business letters, notices, and related correspondence; and

WHEREAS, Client desires to engage Service Provider to prepare and administer a set of written communications to be issued in October for the purposes described in the Scope of Work below; and

WHEREAS, the parties intend by this Agreement to set forth their respective responsibilities, compensation, confidentiality obligations and governing terms.

Scope of Work

Service Provider shall draft, finalize, and deliver business correspondence identified as the "October Letters" in accordance with the schedule and approval process set forth below. Deliverables include the preparation of up to distinct letters, inclusive of one round of edits per letter following Client review, and performance of mailing or electronic distribution as instructed by Client.

Client will provide any required lists, branding guidelines and approval decisions within of receiving drafts. Service Provider shall make commercially reasonable efforts to meet distribution timelines contingent on timely Client approvals.

Payment Terms

Client agrees to pay Service Provider the total fee of USD for the services described herein, payable as follows:

A deposit of USD is due upon execution of this Agreement, with the balance due in accordance with the payment schedule above.

Late payments shall accrue interest at the lesser of 1.5% per month or the maximum allowable by law, calculated from the date payment was due until paid in full. In addition, Client agrees to reimburse Service Provider for reasonable collection costs, including attorneys' fees, incurred in enforcing payment obligations.

Term and Termination

The term of this Agreement shall commence on and shall terminate on unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon written notice to the other party given no fewer than days prior to the effective termination date. In the event of termination, Client shall pay Service Provider for all services performed and reimbursable expenses incurred through the effective date of termination.

Confidentiality

Each party acknowledges that, in the course of performance, it may receive Confidential Information of the other party. "Confidential Information" means non-public information that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Each party shall (i) hold Confidential Information in strict confidence; (ii) use Confidential Information solely to perform its obligations or exercise its rights under this Agreement; and (iii) not disclose Confidential Information to any third party except as required by law or with the disclosing party's prior written consent. Confidential Information does not include information that is or becomes generally available to the public other than through a breach of this Agreement, was already known to the receiving party without obligation of confidentiality, or is rightfully obtained from a third party without restriction.

Ownership and Use of Materials

Unless otherwise agreed in writing, Client shall retain ownership of its pre-existing materials and data. Upon full payment of all fees due under this Agreement, Service Provider assigns to Client all right, title and interest in and to final letter copy and deliverables prepared specifically for Client under this Agreement. Service Provider retains the right to use general know-how, techniques, and non-confidential work product for other clients.

Representations, Warranties and Indemnification

Each party represents and warrants that it has the full power and authority to enter into this Agreement and perform its obligations hereunder. Service Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. Client shall indemnify, defend and hold harmless Service Provider from and against any third-party claims arising from Client-provided content, data, or instructions, including claims of infringement asserted as a result of Client direction or materials.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. Exclusive venue for any dispute arising out of this Agreement shall be the state or federal courts located in that state.

Entire Agreement; Amendments; Severability

This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements, understandings 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. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect.

Notice

Any notice required or permitted to be given under this Agreement shall be in writing and delivered to the contact information below of the respective party. Notices shall be effective upon receipt.

Execution

The undersigned, being duly authorized representatives of the parties, have executed this Agreement as of the dates set forth below.

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