Business Notifications Template

BUSINESS NOTIFICATIONS TEMPLATE

This Business Notifications Agreement (the "Agreement") is entered into as of Effective Date: by and between the parties identified below.

WHEREAS

WHEREAS, Client desires to engage Service Provider to prepare, manage and deliver business notifications on behalf of Client in accordance with the terms of this Agreement; and

WHEREAS, Service Provider has the experience, personnel and systems necessary to prepare and deliver such notifications and to document delivery and recipient responses; and

WHEREAS, the parties wish to set forth their respective rights and obligations with respect to the preparation, approval, delivery, and retention of notifications, and the payment for such services.

SCOPE OF WORK

Service Provider shall provide notification services as set forth below. The parties acknowledge that the scope may include preparation, review, approval workflow, delivery, and record-keeping for notices required or permitted under applicable agreements or law.

Regulatory / Compliance   Customer Communications   Vendor / Supplier Notices   Internal Operational Notices

Email   Certified Mail   Courier / Overnight   Electronic Portal / System

PAYMENT TERMS

Client shall pay Service Provider for services performed in accordance with the rates and schedule set forth below. All fees are exclusive of applicable taxes unless otherwise stated.

Late payments shall accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by law from the invoice due date until paid in full. Service Provider may suspend services after providing written notice and a ten (10) day opportunity to cure unpaid amounts.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this section.

Either party may terminate for convenience upon providing written notice no fewer than days prior to the intended termination date. Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Upon termination, Service Provider shall deliver to Client all completed notices, and Client shall pay Service Provider for all services performed through the effective date of termination, including any non-cancellable commitments incurred in good faith.

CONFIDENTIALITY

"Confidential Information" means any non-public information disclosed by one party to the other in connection with this Agreement, whether oral, written or electronic, that is designated confidential or that a reasonable person would understand to be confidential. Each party shall: (a) hold the other's Confidential Information in strict confidence; (b) not disclose it to any third party except as permitted by this Agreement; and (c) use it solely to perform its obligations under this Agreement.

The foregoing obligations do not apply to information that: (i) is or becomes publicly available without breach; (ii) was lawfully in the receiving party's possession prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed without use of the disclosing party's Confidential Information. Upon termination, the receiving party shall return or destroy Confidential Information as directed by the disclosing party.

NOTIFICATION TEMPLATE

Response Requested:    If checked, Response Deadline:

GOVERNING LAW; MISCELLANEOUS

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the courts located in that state for disputes arising under this Agreement.

Neither party shall be liable for indirect, incidental, special or consequential damages, except for liability arising from willful misconduct or gross negligence. Each party's aggregate liability for direct damages under this Agreement shall not exceed the total fees paid by Client to Service Provider in the twelve (12) months preceding the claim.

ENTIRE AGREEMENT

This Agreement, including any exhibits and schedules attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

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