Business Messenger Template

BUSINESS MESSENGER AGREEMENT

Parties

Recitals

WHEREAS, Client desires to engage Provider to perform business messaging services, including message dispatch, recipient management and analytics, pursuant to the terms set forth herein; and

WHEREAS, Provider represents that it has the expertise, personnel and systems necessary to deliver the messaging services described in this Agreement and will perform such services in accordance with applicable laws and industry standards; and

WHEREAS, the parties wish to define the scope, payment, confidentiality and termination terms governing their relationship.

Effective Date

This Agreement is effective as of (the Effective Date).

Scope of Work

Provider shall perform the business messaging services described below. Provider will use commercially reasonable efforts to meet agreed performance standards and deliverables.

Typical deliverables may include message templates, scheduled sends, delivery reports, contact list management, opt-out handling, and basic analytics. Provider will document any custom integrations, third-party platform access, or required credentials in writing prior to commencement of such work.

Payment Terms

In consideration for the services rendered by Provider, Client shall pay Provider in accordance with the following terms.

All fees are due net as set forth in the Payment Schedule. If Client fails to pay any undisputed amount when due, Provider may suspend services after providing written notice and a reasonable cure period. Client shall be responsible for collection costs and reasonable attorneys' fees for unpaid amounts.

Term and Termination

This Agreement shall commence on and shall continue until unless earlier terminated as provided herein.

Either party may terminate this Agreement for material breach by the other party upon written notice if the breach remains uncured for the applicable notice period. Termination shall not relieve Client of liability for fees accrued through the effective date of termination or for amounts due pursuant to any surviving provisions.

Confidentiality

For purposes of this Agreement, "Confidential Information" means non-public business, technical and financial information disclosed by either party to the other in any form that is designated confidential or that reasonably should be understood to be confidential. Provider and Client each agree to: (a) hold Confidential Information in confidence using at least the same degree of care it uses for its own confidential information but no less than a reasonable standard of care; (b) use Confidential Information only to perform obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors or affiliates who need to know and who are bound by confidentiality obligations no less protective than those set forth herein.

Confidential Information does not include information that: (i) is or becomes publicly known through no wrongful act of the recipient; (ii) was rightfully known by the recipient prior to disclosure; (iii) is lawfully received from a third party without breach of an obligation of confidentiality; or (iv) is independently developed by the recipient without use of the disclosing party's Confidential Information. The confidentiality obligations survive termination of this Agreement for a period of three (3) years, except that trade secrets shall be protected for so long as they qualify as trade secrets under applicable law.

Data Handling and Compliance

Provider will process messaging recipient data only as necessary to provide the services under this Agreement and shall implement reasonable administrative, technical and physical safeguards appropriate to the sensitivity of such data. Provider will comply with applicable laws governing electronic communications, consumer privacy and do-not-contact requests. Client acknowledges responsibility for the content and lawfulness of messages it authorizes Provider to send.

Limitation of Liability

Except for breaches of confidentiality or willful misconduct, in no event shall either party be liable for indirect, incidental, consequential, special or punitive damages arising out of or related to this Agreement. Provider's aggregate liability for direct damages for any claim shall be limited to the fees paid by Client to Provider under this Agreement during the preceding six (6) months.

Governing Law

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

Entire Agreement

This Agreement, including any attachments or executed statements of work incorporated by reference, 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 to this Agreement must be in writing and signed by authorized representatives of both parties.

Miscellaneous Provisions

The parties are independent contractors. Neither party has authority to bind the other except as expressly set forth herein. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Notices under this Agreement shall be in writing and delivered to the addresses set forth above.

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