Business Email Assistance

BUSINESS EMAIL ASSISTANCE AGREEMENT

This Business Email Assistance Agreement (the "Agreement") is entered into as of Effective Date: by and between Service Provider: with principal address and Client Name: with principal address .

RECITALS

WHEREAS, Provider is engaged in the business of providing professional assistance with business email systems, message drafting, template creation, workflow configuration, and related advisory services; and

WHEREAS, Client desires to retain Provider to perform business email assistance services described in this Agreement and Provider is willing to perform such services on the terms and conditions set forth herein; and

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties agree as follows.

SCOPE OF WORK

Specific Deliverables: Provider will prepare and deliver the following items as part of the Services: message templates, automated response rules, mailbox organization plan, training materials, and a final handover package. Expected initial delivery milestone (days from Effective Date):

PAYMENT TERMS

Late Payment: Any invoiced amount not paid within days of invoice shall accrue interest at a rate of or the maximum rate permitted by law, whichever is less. Client shall also be responsible for reasonable collection costs.

TERM AND TERMINATION

Term Commencement Date:   Term End Date (if applicable):

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate immediately for material breach by the other party if such breach is not cured within thirty (30) days after written notice of the breach.

CONFIDENTIALITY

Definition: "Confidential Information" means all nonpublic information disclosed by one party to the other, whether oral, written, or electronic, 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.

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

Exceptions: Confidential Information shall not include information that is (i) publicly known through no fault of the receiving party, (ii) rightfully received from a third party without restriction, (iii) independently developed by the receiving party without use of disclosed Confidential Information, or (iv) required to be disclosed by law, provided the disclosing party is given prompt notice and an opportunity to seek protective measures.

INTELLECTUAL PROPERTY; DATA ACCESS

Ownership: Subject to Client's payment in full, Provider assigns to Client all right, title and interest in and to final deliverables specifically created for Client under this Agreement. Provider retains all rights in any pre-existing methods, tools, templates and know-how used to deliver the Services; Provider grants Client a nonexclusive, nontransferable license to use such materials only as incorporated into the final deliverables.

Access and Credentials: To perform the Services, Client may provide Provider access to Client email accounts, administrative consoles, or ancillary systems. Client represents and warrants that it has authority to grant such access. Provider will follow Client's reasonable security policies where provided in writing and will not retain credentials longer than necessary. Client acknowledges responsibility for maintaining backups of email data.

LIMITATION OF LIABILITY; INDEMNIFICATION

Limitation of Liability: EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF CONFIDENTIALITY, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO LIABILITY.

Indemnification: Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising from the indemnifying party's breach of this Agreement, willful misconduct, or negligent acts in the performance of its obligations.

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 law principles. The parties submit to exclusive jurisdiction in that state for disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, together with any attachments or statements of work expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

REPRESENTATIONS AND WARRANTIES

Each party represents that it has the full power and authority to enter into this Agreement, and that the execution and performance of this Agreement does not violate any other agreement to which it is a party.

PARTY CONTACTS

ADDITIONAL TERMS

Modifications and Additional Work: Any work outside the Scope of Work shall be considered additional services and shall require a written change order signed by both parties describing the additional scope, schedule, and fees.

Subcontracting: Provider may engage subcontractors to perform portions of the Services provided that Provider remains responsible for the performance of such subcontractors and compliance with this Agreement.

Sign Now