Business Push Document

Business Push Document

This Business Push Document ("Agreement") is entered into as of Effective Date: by and between:

Client Name:    Client Address:

Service Provider Name:    Provider Address:

WHEREAS

WHEREAS, Client seeks targeted business outreach, promotional pushes, distribution of promotional materials, or sales enablement activities as described herein; and

WHEREAS, Service Provider represents that it has the personnel, systems, and experience necessary to execute the services described in this Agreement and agrees to perform such services in accordance with the terms and conditions set forth below.

SCOPE OF WORK

Service Provider shall perform the following services (collectively, the "Services"). The Services shall include, at minimum, the tasks described below and any additional tasks the parties expressly agree to in writing.

PAYMENT TERMS

Client shall pay Provider the fees set forth below in exchange for the Services. All payments are exclusive of applicable taxes unless otherwise stated.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the intended termination date. Either party may terminate immediately for material breach by the other party if such breach remains uncured for 15 days after written notice.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by one party to the other in any form 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 does not include information that: (a) is or becomes generally known without breach of this Agreement by the receiving party; (b) was known to the receiving party prior to receipt from the disclosing party without breach of an obligation of confidentiality; or (c) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information.

The receiving party shall: (i) use Confidential Information only to perform its obligations or exercise its rights under this Agreement; (ii) restrict disclosure of Confidential Information to employees, contractors, or agents with a need to know who are bound by confidentiality obligations no less protective than those herein; and (iii) 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. Confidential obligations shall survive termination of this Agreement for years.

NOTICES

All notices required or permitted under this Agreement must be in writing and delivered to the addresses below by hand, nationally recognized overnight courier, or certified mail (return receipt requested). Notices are effective upon receipt.

GOVERNING LAW; DISPUTE RESOLUTION

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 agree to attempt in good faith to resolve disputes promptly by negotiation between executive representatives. If unresolved within 30 days, disputes shall be resolved by binding arbitration in a mutually agreed location unless the parties agree otherwise in writing.

LIMITATION OF LIABILITY

Except for liability arising from breach of confidentiality or willful misconduct, neither party shall be liable to the other for any indirect, incidental, consequential, punitive, or special damages, including lost profits, even if advised of their possibility. The total aggregate liability of either party for claims arising out of or relating to this Agreement shall not exceed the fees paid by Client to Provider under this Agreement in the twelve (12) months preceding the event giving rise to the claim.

ENTIRE AGREEMENT; AMENDMENT

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

MISCELLANEOUS

Neither party may assign this Agreement without the prior written consent of the other, except to a successor in interest in connection with a merger, acquisition, or sale of all or substantially all assets, provided that the successor assumes all obligations hereunder. If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

ADDITIONAL PROVISIONS

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