Business Email Bundle

BUSINESS EMAIL BUNDLE AGREEMENT

This Business Email Bundle Agreement (the Agreement) is entered into as of Effective Date: by and between:

RECITALS

WHEREAS, the Service Provider is engaged in the business of creating professional email templates, campaign copy, subject lines and associated assets tailored for business use (the Services); and

WHEREAS, the Client desires to procure from the Service Provider a Business Email Bundle consisting of multiple deliverables and license rights as set forth herein; and

WHEREAS, the parties intend to set forth their respective rights and obligations with respect to development, delivery, payment and use of the Business Email Bundle.

SCOPE OF WORK

The Service Provider shall provide the Business Email Bundle as described below. Deliverables shall be produced in professional form and delivered in the agreed format. The parties acknowledge that the Scope of Work may include multiple items and associated instructions.

PAYMENT TERMS

The Client shall pay the Service Provider the fees described below in consideration for the Services and Deliverables.

Overdue payments shall accrue interest at per month (or the maximum allowed by law), calculated monthly from the due date until paid in full. The Client shall also be responsible for reasonable collection costs and attorneys' fees incurred to collect overdue amounts.

TERM AND TERMINATION

This Agreement commences on Start Date: and, unless earlier terminated in accordance with this Agreement, will continue until End Date: or until completion of the Services.

Either party may terminate this Agreement for convenience upon providing written notice at least days prior to the effective termination date. Either party may terminate for material breach if the breaching party fails to cure the breach within thirty (30) days after receipt of written notice specifying the breach.

Upon termination, the Client shall pay all fees and reimbursable expenses accrued through the effective date of termination. Upon termination for Client's nonpayment, Service Provider may suspend delivery of additional Deliverables.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other 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 receiving party shall: (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information (but no less than reasonable care); (b) not use Confidential Information except 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 need to know and who are bound by confidentiality obligations no less restrictive than those herein.

Confidential Information does not include information that (i) is or becomes public through no breach by the receiving party, (ii) was rightfully known by the receiving party prior to disclosure, (iii) is rightfully received from a third party without restriction, or (iv) is independently developed without use of the disclosing party's Confidential Information. Upon request, the receiving party shall return or destroy Confidential Information and certify such disposition.

INTELLECTUAL PROPERTY AND LICENSE

The Service Provider retains all right, title and interest in and to the underlying concepts, templates, methodologies, tools and pre-existing materials used or developed in connection with the Services (collectively, Provider Materials). Subject to full payment of fees due under this Agreement, the Service Provider grants the Client a non-exclusive, non-transferable, worldwide license to use, reproduce and modify the delivered email templates and content for the Client's internal business purposes and commercial campaigns. Any request for exclusive ownership or assignment of Provider Materials shall be subject to a separate written agreement and additional consideration.

ACCEPTANCE; REVISIONS

Upon delivery of each Deliverable, the Client shall have business days to review and either accept or provide a written list of required revisions. If the Client does not provide written objections within such period, the Deliverable shall be deemed accepted. Included revisions beyond the specified rounds may be subject to additional fees.

WARRANTIES; LIMITATION OF LIABILITY

Each party represents that it has the full right and authority to enter into this Agreement. The Service Provider warrants that the Deliverables will materially comply with the specifications set forth herein. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" AND THE SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT OR SPECIAL DAMAGES, AND THE Service Provider's AGGREGATE LIABILITY SHALL NOT EXCEED THE AMOUNTS PAID BY THE CLIENT UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

INDEMNIFICATION

Each party shall indemnify and hold harmless the other party from and against losses, damages, liabilities and expenses (including reasonable attorneys' fees) arising out of third-party claims to the extent caused by the indemnifying party's breach of this Agreement, negligence, or willful misconduct. The indemnified party shall provide prompt written notice of any claim and cooperate in the defense.

GOVERNING LAW; DISPUTE RESOLUTION

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 shall attempt in good faith to resolve disputes promptly by negotiation between executive representatives. If unresolved, disputes shall be resolved by a court of competent jurisdiction in the same state.

ENTIRE AGREEMENT

This Agreement, including any attachments and statements of work executed under it, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the contact details provided below or as otherwise updated in writing by the parties.

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