Business eNews Document

BUSINESS ENEWS DOCUMENT

Parties and Recitals

This Business eNews Document (the "Agreement") is entered into between Client Name: with principal address at and Service Provider: with principal address at (each a "Party" and together the "Parties").

WHEREAS, the Service Provider is engaged in the business of creating, producing and distributing electronic newsletters, marketing communications and related analytics; and

WHEREAS, the Client desires to retain the Service Provider to prepare and distribute electronic newsletters (eNews) for Client in accordance with the terms and conditions set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual promises contained herein, the Parties agree as follows:

Scope of Work

Deliverables include the creation, review and distribution of electronic newsletter issues as described above. Frequency: . Number of issues per term: .

Payment Terms

Late Payment: If any undisputed amount due under this Agreement is not received within days after the due date, interest will accrue at or the maximum rate permitted by law, whichever is less.

Term and Termination

Effective Date: . Term End Date: .

Either Party may terminate this Agreement for convenience upon written notice to the other Party delivered at least days prior to the effective termination date. Either Party may terminate for material breach if the breaching Party fails to cure such breach within days after receipt of written notice specifying the breach.

Confidentiality

Each Party shall keep confidential and shall not disclose to any third party any Confidential Information received from the other Party. "Confidential Information" includes business plans, customer lists, pricing, creative assets, recipient lists, analytics and any non-public information designated as confidential or that reasonably should be understood to be confidential. Confidential Information does not include information which is or becomes publicly available through no fault of the receiving Party, independently developed by the receiving Party without use of the disclosing Party’s Confidential Information, or rightfully obtained from a third party without restriction.

The receiving Party shall use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information but in no event less than reasonable care. Obligations under this section survive termination of this Agreement for a period of three (3) years, except with respect to trade secrets, which shall be protected for as long as such information retains trade secret status under applicable law.

Intellectual Property and Use Rights

All original content, creative materials and code created by the Service Provider specifically for the Client under this Agreement shall be treated as follows unless otherwise agreed in writing:

(a) The Client is granted a non-exclusive, non-transferable license to use and reproduce the delivered eNews content for its internal marketing and distribution purposes. (b) The Service Provider retains ownership of pre-existing tools, templates and underlying methodologies. (c) Any third-party materials used by the Service Provider will be licensed to the Client only to the extent permitted by the third-party license.

Compliance and Representations

The Parties represent and warrant that they will comply with all applicable laws, regulations and industry standards relating to electronic communications, including requirements relating to recipient consent, unsubscribe mechanisms, truth in advertising and data protection. The Client represents that it has the right to provide and use any recipient lists provided to the Service Provider and that such lists were obtained in compliance with applicable law. The Client shall indemnify and hold harmless the Service Provider for claims arising from Client-supplied content or lists that infringe or violate applicable law or third-party rights.

Limitation of Liability

Except for liability arising from breach of confidentiality or indemnification obligations, neither Party will be liable to the other for consequential, incidental, special or punitive damages. The aggregate liability of either Party for claims arising out of or related to this Agreement will not exceed the total fees paid by the Client to the Service Provider under this Agreement in the twelve (12) months preceding the claim.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles.

Entire Agreement

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

Notices

Notices under this Agreement shall be given in writing and delivered to the addresses set forth above or to such other address as a Party designates by notice in accordance with this section. Notices may be delivered by hand, certified mail, or nationally recognized courier and are effective upon receipt.

Additional Provisions

Opt-in Confirmation: Client confirms that recipient lists provided are opt-in and have been obtained in compliance with applicable law. I confirm

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