Business PDF Mailer

BUSINESS PDF MAILER AGREEMENT

This Business PDF Mailer Agreement (the Agreement) is entered into as of by and between Client Name: and Service Provider Name: .

RECITALS

WHEREAS, Client requires secure, reliable conversion, preparation and transmission of documents as PDF and delivery of those PDF documents to recipients by electronic delivery or physical mail as further described in this Agreement; and

WHEREAS, Service Provider is engaged in the business of preparing, formatting and transmitting PDF documents and performing postal mailing services and has represented that it has the personnel, systems and procedures necessary to provide the Services in accordance with applicable laws and industry practices; and

WHEREAS, the parties wish to set forth the terms and conditions under which Service Provider will perform the Services for Client.

SCOPE OF WORK

Service Provider shall convert Client-supplied materials into print-ready and electronically deliverable PDF files, apply Client-approved formatting and security settings, and transmit the PDFs to recipients by the delivery methods selected below. Service Provider shall maintain logs of transmissions and provide delivery confirmations in accordance with the Payment Terms when requested.

DELIVERY METHODS

Delivery preference (select all that apply):

Email PDF to recipient Print & physical mail Secure download portal

PAYMENT TERMS

Total Fee for Services: $

Late payment shall incur a late fee equal to % per month on the overdue balance, or the maximum permitted by law, whichever is less. Client is responsible for all reasonable collection costs, including attorneys' fees, in the event of default.

TERM AND TERMINATION

Term Commencement Date:   Term End Date:

Either party may terminate this Agreement for convenience upon provision of days' prior written notice. Either party may terminate immediately upon written notice for material breach that remains uncured for 14 days following notice of breach. Termination does not relieve Client of the obligation to pay for Services performed and costs incurred prior to termination.

CONFIDENTIALITY

Each party shall maintain in confidence all non-public information disclosed by the other party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Service Provider shall use Confidential Information solely to perform the Services and shall not disclose Confidential Information except to employees, subcontractors or agents who have a need to know and who are bound by confidentiality obligations no less protective than those herein.

Notwithstanding the foregoing, Service Provider may retain one copy of Client data to the extent required by law or for recordkeeping, but shall delete or destroy all other copies within days after final delivery unless Client directs longer retention in writing. Client data shall not be used for any purpose other than performance of this Agreement.

DATA SECURITY & RETENTION

Service Provider shall implement commercially reasonable administrative, technical and physical safeguards to protect Client data from unauthorized access, use or disclosure. Service Provider shall promptly notify Client in writing upon discovery of any unauthorized access materially affecting Client data and shall cooperate in remediation efforts.

INDEMNIFICATION; LIMITATION OF LIABILITY

Each party agrees to indemnify, defend and hold harmless the other from third-party claims arising from the indemnifying party's breach of this Agreement, negligent acts or willful misconduct. Except for indemnification for bodily injury or confidentiality breaches, neither party's aggregate liability shall exceed the fees paid by Client to Service Provider under this Agreement in the twelve months preceding the claim. Neither party shall be liable for consequential, special, incidental or punitive damages.

NOTICES

All notices shall be in writing and delivered to the addresses above by certified mail, overnight courier, or email with delivery receipt. Notices are effective upon receipt.

GOVERNING LAW; ENTIRE AGREEMENT

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

This Agreement, including any exhibits or written statements of work executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior or contemporaneous oral or written agreements, proposals, and communications. Any amendment must be in writing and signed by both parties.

MISCELLANEOUS PROVISIONS

If any provision is held invalid, the remaining provisions remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Service Provider may assign to an affiliate or in connection with a sale of substantially all of its assets.

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