Business Message Detail

BUSINESS MESSAGE DETAIL

Effective Date:

WHEREAS

WHEREAS, Client Name: desires to have certain business messages prepared, scheduled and delivered for commercial or informational purposes; and

WHEREAS, Service Provider Name: represents that it has the expertise and systems necessary to create, manage and deliver such messages in accordance with the terms set forth in this Business Message Detail; and

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

Scope of Work

Target Audience:

Email    SMS    Social Media    Push Notification    Other:

Message Approval and Revisions

All final message copy, creative elements and scheduling requests will be subject to Client approval prior to publication. Client shall provide approval or requested revisions within days of Provider submission. Provider will implement up to rounds of revisions at no additional charge; additional revisions will be billed as set forth in Payment Terms.

Payment Terms

Late Payment: Any amount not paid within days after the due date shall accrue late fees at or the maximum rate permitted by law, whichever is lower. Client shall reimburse Provider for reasonable collection costs, including attorneys' fees, incurred in enforcing payment obligations.

Term and Termination

Term Commencement: This Business Message Detail shall commence on and shall continue until

Termination for Convenience: Either party may terminate this Business Message Detail for convenience by providing written notice at least days prior to the intended termination date. Termination shall not relieve Client of the obligation to pay for work completed and expenses reasonably incurred prior to termination.

Termination for Cause: Either party may terminate immediately upon written notice if the other party breaches a material provision of this Business Message Detail and fails to cure such breach within days after receipt of written notice specifying the breach.

Confidentiality

Each party acknowledges that in connection with the performance of this Business Message Detail it may receive Confidential Information of the other party. "Confidential Information" means non-public business, technical and financial information disclosed in any form. Each party shall: (a) use Confidential Information only to perform its obligations hereunder; (b) restrict disclosure to employees, contractors or agents who have a need to know and are bound by confidentiality obligations no less restrictive than those herein; and (c) take reasonable measures to protect Confidential Information from unauthorized disclosure. Confidential Information does not include information that is or becomes publicly available through no fault of the receiving party, was known to the receiving party prior to disclosure, or is independently developed without use of the disclosing party's Confidential Information.

Upon termination or expiration, the receiving party shall promptly return or destroy all Confidential Information and certify such destruction upon request. Nothing in this section limits either party from seeking injunctive or other equitable relief to prevent actual or threatened breaches of confidentiality.

Representations, Warranties and Compliance

Each party represents and warrants that it has the full right, power and authority to enter into this Business Message Detail and to perform its obligations. Provider warrants that messages will be created and delivered in a professional manner and will comply with applicable laws and industry standards. Client represents that it has obtained all consents and rights necessary for Provider to use Client-supplied materials and recipient lists. Provider shall not be responsible for liabilities resulting from Client-provided content that infringes third-party rights or violates law.

Indemnification and Limitation of Liability

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claim arising out of a breach of the indemnifying party's representations, warranties or obligations under this Business Message Detail. EXCEPT FOR A PARTY'S BREACH OF CONFIDENTIALITY OR INDEMNITY OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY SHALL BE LIMITED TO THE AMOUNTS PAID OR PAYABLE UNDER THIS BUSINESS MESSAGE DETAIL DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.

Governing Law

This Business Message Detail 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 Business Message Detail, together with all exhibits, attachments and any signed 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 communications, whether oral or written. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Notices

Notices required or permitted hereunder shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate by notice in accordance with this section.

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