Business Rewards Management Template

BUSINESS REWARDS MANAGEMENT TEMPLATE

This Business Rewards Management Agreement ("Agreement") is entered into as of by and between:

Recitals

WHEREAS, Provider Name: is in the business of designing, implementing and administering customer and partner rewards programs; and

WHEREAS, Client Name: seeks to engage Provider to operate a rewards program to incentivize customer behavior and manage rewards issuance, redemption, reporting, and reconciliation in accordance with this Agreement; and

WHEREAS, the parties desire to set forth the scope, compensation, obligations, confidentiality protections and other terms governing Provider’s management of the Client’s rewards program.

Scope of Work

Provider will design, implement and operate the rewards program described below. Provider’s responsibilities include program design, point issuance logic, redemption processing, participant communications, reconciliations, dispute handling, and reporting as set forth in this section.

Payment Terms

In consideration for the services described above, Client shall pay Provider the fees set forth below.

Late payments shall accrue interest at the lesser of the maximum lawful rate or the rate set forth below.

Term and Termination

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

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate for material breach if the breaching party fails to cure within thirty (30) days after receipt of written notice identifying the breach. Termination shall not relieve Client of its obligation to pay fees for services performed through the effective date of termination.

Confidentiality

Each party shall treat as Confidential Information all nonpublic information disclosed by the other party that is designated as confidential or that by its nature would reasonably be considered confidential, including participant data, program economics, redemption partners, and technical implementation details. Confidential Information shall not include information that (i) is or becomes public through no fault of the receiving party, (ii) was rightfully in receiving party’s possession prior to disclosure, or (iii) is independently developed without use of the disclosing party’s Confidential Information.

The receiving party shall restrict access to Confidential Information to employees and contractors with a need to know and shall use at least the same degree of care it uses to protect its own confidential materials, but in no event less than reasonable care. Upon termination, the receiving party shall return or destroy Confidential Information as directed by the disclosing party, except that Provider may retain archival copies solely to comply with audit and legal retention obligations subject to confidentiality protections.

Reporting, Audit Rights and Data

Client shall have the right, upon reasonable notice and during normal business hours, to audit Provider’s performance and records relating to this Agreement no more than once per calendar year, except where material discrepancies are alleged. Audits shall be limited to verifying compliance with the terms of this Agreement and shall be conducted in a manner that does not unreasonably disrupt Provider’s operations. Audit requests require days' prior notice.

Provider will maintain participant data in accordance with applicable data protection laws and will process such data only as necessary to perform its obligations under this Agreement. Provider shall implement commercially reasonable security measures to protect personal data.

Representations, Indemnity and Limitation of Liability

Each party represents that it has the full right, power and authority to enter into this Agreement. Provider represents that it will perform services in a professional manner consistent with industry standards. Client represents that it has authority to offer and fund the rewards and that such rewards do not violate third-party rights.

Each party shall indemnify and hold harmless the other party from losses arising from the indemnifying party’s breach of this Agreement, negligence, or willful misconduct. Except for a party’s indemnity obligations or breach of confidentiality, neither party’s aggregate liability for direct damages shall exceed the fees paid or payable to Provider under this Agreement during the twelve (12) months preceding the claim. In no event shall either party be liable for consequential, incidental, punitive or special damages.

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 and Amendment

This Agreement, including any exhibits and schedules attached hereto, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior oral or written proposals, negotiations and understandings. Any amendment or modification to this Agreement must be in writing and signed by an authorized representative of each party.

Miscellaneous

Neither party may assign this Agreement without the prior written consent of the other, except to an affiliate or in connection with a merger or sale of all or substantially all assets, provided the assignee assumes all obligations hereunder. Notices required by this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party may designate in writing.

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