Business Email Flow Document

Business Email Flow Document

Parties and Effective Date

This Business Email Flow Document (the "Agreement") is entered into as of Effective Date: by and between the Client identified above and the Service Provider identified above.

WHEREAS

WHEREAS, the Client engages the Service Provider to design, implement and operate a business email flow comprising campaigns, sequences, templates, and reporting described herein; and

WHEREAS, the Service Provider has represented that it possesses the technical expertise, staffing and systems necessary to deliver the email flow in accordance with the scope, schedule and performance standards set forth in this Agreement; and

WHEREAS, the parties desire to document the deliverables, payment terms, confidentiality obligations and governing law applicable to the email flow engagement.

Scope of Work

The Service Provider shall perform the work described below and in the detailed specifications attached as part of this document. Deliverables include configuration of sending infrastructure, creation and implementation of templates, sequence logic, segmentation rules, testing, and reporting.

Email Flow Specifications

Primary Sending Domain:   From Address:

Send Frequency (per recipient):   Warm-up Required:

Testing, Acceptance and Reporting

Payment Terms

Total Fee for Services:

Late Fee for Overdue Payments (percentage per month or flat):

All amounts are payable in the currency specified on the invoice. The Service Provider may suspend deliverables if invoiced amounts remain unpaid beyond the stated invoicing term, following five (5) business days' prior written notice.

Term and Termination

Commencement Date:   Expiration Date:

Termination for Cause: Either party may terminate this Agreement immediately upon written notice if the other party materially breaches any obligation under this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Confidentiality

"Confidential Information" includes all nonpublic business, technical and financial information disclosed by one party to the other in connection with this Agreement. The receiving party shall (i) use Confidential Information solely for performance under this Agreement, (ii) restrict disclosure to employees and contractors with a need to know, and (iii) protect Confidential Information with at least the same degree of care it uses for its own confidential information, but no less than reasonable care. Confidential Information shall not include information that is or becomes publicly known through no improper act by the receiving party, or is independently developed without access to the disclosing party’s Confidential Information.

Confidentiality Acknowledgement:   By checking this box, the signer acknowledges the confidentiality obligations set forth above.

Data Security and Access

The Service Provider shall maintain commercially reasonable administrative, technical and physical safeguards to protect Client data. Any access credentials required for setup shall be provided by the Client in a secure manner and access shall be limited to personnel performing the Services. Unauthorized access or data breach affecting Client data will be notified to the Client within forty-eight (48) hours of discovery along with remedial measures.

Change Control

Any material change to the Scope of Work, schedule, or fees shall require a written change order signed by authorized representatives of both parties. The change order shall describe the modification, effect on schedule, and any additional compensation.

Governing Law; Entire Agreement

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction set forth below, without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the courts located in that jurisdiction for any action arising out of or relating to this Agreement.

Entire Agreement: This Agreement, including any attachments and executed change orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and representations, whether written or oral. No amendment shall be effective unless made in writing and signed by both parties.

Miscellaneous Provisions

Assignment: Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except to a successor in interest in the event of a merger or sale of substantially all assets.

Limitation of Liability: Except for liability arising from breach of confidentiality or willful misconduct, neither party's aggregate liability for claims arising out of this Agreement shall exceed the fees paid by the Client to the Service Provider under this Agreement in the twelve (12) months preceding the claim.

Acceptance and Acknowledgement

By signing below, the parties acknowledge that they have read, understand and agree to be bound by the terms and conditions of this Agreement and that the individuals signing have the authority to bind their respective parties.

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