Business Email Relay Contract

BUSINESS EMAIL RELAY CONTRACT

This Business Email Relay Contract (the "Agreement") is made effective as of between Client Name: and Service Provider Name: .

WHEREAS

WHEREAS, Client desires to transmit commercial and administrative email traffic using an outsourced email relay and related relay services (the "Services") for Client domain(s) ; and

WHEREAS, Provider has the technical capacity, infrastructure, and expertise to operate and maintain an email relay service, and is willing to provide such Services to Client pursuant to the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

1. SCOPE OF WORK

Provider will operate an email relay to accept, queue, and transmit outbound messages from Client's authorized senders on Client domain(s). Services include infrastructure provisioning, outbound transport, basic abuse monitoring, and delivery reporting as further described in the Scope of Work. Provider's responsibilities do not include content creation, subscriber list management, or compliance with any laws applicable to the content of Client's messages except as expressly stated in this Agreement.

2. SERVICE LEVELS & OPERATIONAL REQUIREMENTS

Provider will maintain reasonable industry-standard measures to ensure availability and deliverability of relayed email. Provider will operate primary relay hosts with TLS support and standard port configurations, perform routine abuse and reputation monitoring, and provide Client with access to delivery reports described in the Scope of Work. Provider shall use commercially reasonable efforts to maintain a monthly uptime percentage of %.

3. PAYMENT TERMS

Unless otherwise stated in the Payment Schedule, Provider will invoice Client monthly in arrears. Payment is due within calendar days of invoice date. Late payments shall incur a late fee of per month on the outstanding balance, or the maximum allowed by law, whichever is less. Client is responsible for any reasonable collection costs, including attorneys' fees, incurred by Provider in collecting overdue amounts.

4. TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon providing days' prior written notice to the other party. Either party may terminate immediately for cause if the other party materially breaches this Agreement and fails to cure the breach within 15 days after receipt of written notice specifying the breach.

Upon termination, Provider will cease relaying messages on behalf of Client and Client shall promptly pay all outstanding fees due through the date of termination. Provider may suspend Services immediately if Client is delinquent in payment beyond the cure period or if Client's use materially threatens Provider's infrastructure or reputation.

5. CONFIDENTIALITY

Each party (the "Receiving Party") shall keep confidential all non-public information disclosed by the other party (the "Disclosing Party") that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Provider's access to message content shall be limited to the extent necessary to provide the Services. Receiving Party shall not use Confidential Information except to perform under this Agreement and shall not disclose Confidential Information to third parties except to its employees, contractors, or advisors who have a need to know and are bound by confidentiality obligations no less restrictive than those herein.

Confidential Information does not include information that (a) is or becomes generally known to the public through no fault of the Receiving Party; (b) was known to Receiving Party prior to disclosure by Disclosing Party without restriction; or (c) is independently developed by the Receiving Party without reference to the Disclosing Party's Confidential Information. A Receiving Party may disclose Confidential Information to the extent compelled by law, provided it gives prompt notice to Disclosing Party and cooperates to seek protective measures.

6. SECURITY, COMPLIANCE, AND DATA HANDLING

Provider will maintain commercially reasonable technical and organizational measures to protect the Services and any data processed in connection with the Services. Provider will implement controls appropriate to industry practices for relay services including, but not limited to, TLS in transit, authenticated relay credentials, monitoring for abuse, and reasonable patch management. Client is solely responsible for the content of messages and for ensuring that messages comply with applicable laws, anti-spam laws, and acceptable use policies. Provider reserves the right to suspend or block messages that pose a threat to infrastructure, violate acceptable use, or generate volume or behavior patterns that materially harm Provider's reputation.

7. LIMITATIONS OF LIABILITY AND INDEMNITY

EXCEPT FOR A PARTY'S WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EACH PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE TO PROVIDER UNDER THIS AGREEMENT DURING THE THREE MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

Client shall indemnify, defend, and hold Provider harmless from and against any third-party claims, liabilities, damages, and expenses arising from Client's content, Client's violation of applicable law, or Client's breach of this Agreement. Provider shall indemnify Client for third-party claims arising from Provider's gross negligence or willful misconduct in performing the Services.

8. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. Venue for any dispute arising under this Agreement shall be in the state or federal courts located within the same state unless the parties agree otherwise in writing.

9. ENTIRE AGREEMENT

This Agreement, including any attachments and the Scope of Work, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

10. MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other party, except that Provider may assign to an affiliate or in connection with a merger or sale of substantially all assets so long as the assignee assumes Provider's obligations hereunder.

PARTY CONTACT INFORMATION

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