Business EDM Template

BUSINESS EDM TEMPLATE

This General Business Agreement (the Agreement) is made effective as of (the Effective Date) by and between Client Name: with Address: , and Service Provider Name: with Address: .

RECITALS

WHEREAS, Client desires to retain Service Provider to create, manage and deploy electronic direct marketing campaigns, including but not limited to design, copy, list management, testing, scheduling and analytics (collectively, the Services); and

WHEREAS, Service Provider represents that it has the experience, skills, personnel and systems necessary to perform the Services in accordance with industry standards and applicable law; and

WHEREAS, the parties desire to set forth the terms and conditions governing the performance of the Services and payment for such Services.

SCOPE OF WORK

DELIVERABLES AND SCHEDULE

Deliverable 1 — Description: Due Date:

Deliverable 2 — Description: Due Date:

PAYMENT TERMS

Total Fee: . Payment Schedule: Client shall pay as follows — Deposit: (due upon execution); Remaining Balance: (due upon delivery of final deliverable or as otherwise set forth below).

Invoices issued by Service Provider are payable within days of receipt. Late payments shall incur a late fee of , and interest at the lesser of statutory maximum or .

TERM AND TERMINATION

Term: This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Agreement.

Termination for Convenience: Either party may terminate this Agreement for any reason upon days' prior written notice. Termination for Cause: Either party may terminate immediately upon material breach by the other if such breach remains uncured for a period of ten (10) days after written notice describing the breach.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public information disclosed by one party to the other that is designated confidential or that reasonably should be understood as confidential given the nature of the information and the circumstances of disclosure, including customer lists, email recipient lists, campaign performance metrics, pricing and technical processes.

Obligations: Receiving party shall (a) use Confidential Information solely to perform its obligations under this Agreement, (b) restrict access to Confidential Information to personnel who have a need to know and who are bound by confidentiality obligations, and (c) not disclose Confidential Information to any third party without prior written consent, except as required by law.

Exceptions: Confidential Information does not include information that (i) is or becomes publicly available without breach of this Agreement, (ii) is rightfully received from a third party without restriction, or (iii) was independently developed without use of the disclosing party's Confidential Information.

Duration: The obligations in this section shall survive termination of this Agreement for a period of years.

DATA PROTECTION AND COMPLIANCE

Each party shall comply with all applicable data protection and marketing laws in connection with the collection, processing and use of personal data for the Services. Service Provider shall implement commercially reasonable technical and organizational measures to protect personal data against unauthorized or unlawful processing and against accidental loss, destruction or damage.

INTELLECTUAL PROPERTY

Ownership: Client shall own final campaign materials and deliverables specifically created for Client and paid for in full. Service Provider retains ownership of pre-existing materials, tools, templates and methodologies ("Provider Materials"). Provider hereby grants Client a non-exclusive, perpetual, worldwide license to use any Provider Materials embedded in the deliverables solely to the extent necessary to use the deliverables for Client's business.

Third-Party Materials: Client warrants that it has the right to provide or license any third-party content, mailing lists or other materials provided to Service Provider. Client will indemnify Service Provider for claims arising from Client-provided materials.

LIMITATION OF LIABILITY

Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality or intellectual property obligations, neither party shall be liable to the other for indirect, incidental, consequential or punitive damages. Service Provider's total liability for any claim arising under this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement during the twelve (12) month period preceding the claim.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of , without regard to its conflict of laws principles.

ENTIRE AGREEMENT

This Agreement, including any exhibits or appendices attached hereto, 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 oral or written. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Assignment: Neither party may assign its rights or delegate its obligations under this Agreement without the other party's prior written consent, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

Notices: All notices required or permitted hereunder shall be in writing and delivered to the contact information set forth below or as otherwise designated in writing by the parties.

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