Business Deliverability Audit Contract

Business Deliverability Audit Contract

This Business Deliverability Audit Contract (the "Agreement") is made and entered into as of Effective Date: by and between:

Recitals

WHEREAS, Client operates business communications systems and seeks to evaluate and improve the deliverability of its commercial messages, transactional notices, and related outbound communications; and

WHEREAS, Consultant represents that it has expertise in email and messaging deliverability best practices, reputation management, authentication (including SPF, DKIM, DMARC), and related infrastructure and analytics, and is willing to perform a professional audit for Client under the terms set forth herein; and

WHEREAS, the parties desire to set forth their respective responsibilities, deliverables, payment terms, confidentiality obligations, and other terms governing the engagement.

Scope of Work

Consultant shall perform a comprehensive Business Deliverability Audit (the "Audit") focused on the systems and channels identified by Client. The Audit will include, at minimum, the following areas:

Delivery Deadline:

Payment Terms

Invoices shall be sent to Client and are due within days of invoice date. Late payments shall accrue interest at the lesser of (a) % per month, or (b) the highest rate permitted by law.

Reimbursable expenses: Consultant may incur reasonable, pre‑approved out‑of‑pocket expenses which shall be invoiced and payable by Client.

Term and Termination

Commencement Date: . Anticipated Completion Date:

Either party may terminate this Agreement for convenience upon providing days' written notice to the other party. Termination for cause may be effected by a party upon written notice if the other party materially breaches a material obligation and fails to cure within 15 days of receipt of written notice specifying the breach.

Upon termination, Client shall pay Consultant for all work performed and expenses incurred through the effective date of termination, including reasonable costs of orderly wind‑down.

Confidentiality

Each party (the "Receiving Party") shall hold in confidence and not disclose any nonpublic information, data, technical details, trade secrets, recipient lists, system credentials, or commercial information received from the other party (the "Disclosing Party") in connection with the Audit. Confidential information does not include information that: (a) is or becomes generally known to the public other than through a breach of this Agreement; (b) was rightfully in the Receiving Party's possession prior to disclosure; or (c) was independently developed by the Receiving Party without access to the Disclosing Party's confidential information.

The Receiving Party shall protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. Confidentiality obligations shall survive termination for a period of years.

Ownership; Use of Work Product

Consultant retains ownership of its preexisting materials, methodologies, templates, tools, and proprietary analytics used in performing the Audit. Upon payment in full, Consultant grants Client a non‑exclusive, non‑transferable license to use deliverables produced specifically for Client for Client's internal business purposes. Consultant warrants that deliverables will not knowingly infringe third-party intellectual property rights.

Limitation of Liability; Indemnification

Except for liability arising from willful misconduct or gross negligence, each party's aggregate monetary liability under or relating to this Agreement shall not exceed the fees paid to Consultant under this Agreement in the 12 months preceding the event giving rise to the claim. Neither party shall be liable for incidental, consequential, punitive, or special damages.

Client shall defend, indemnify, and hold Consultant harmless from claims, losses, or liabilities arising from Client's use of deliverables in a manner inconsistent with Consultant's recommendations or contrary to law.

Acceptance Criteria; Testing

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflicts of law principles. The parties agree to seek amicable resolution of disputes and, if unresolved, to submit disputes to binding arbitration in the county where Client's principal place of business is located unless otherwise agreed in writing.

Entire Agreement; Amendments

This Agreement, including any exhibits and written statements of work incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior or contemporaneous understandings. Any amendment or modification must be made in writing and signed by authorized representatives of both parties.

Certifications and Notices

Each party represents and warrants that it has the authority to enter into this Agreement and that performance will comply with applicable laws and third‑party terms. Notices under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party designates in writing.

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