Business Services Drips

BUSINESS SERVICES DRIPS AGREEMENT

This Business Services Drips Agreement (the Agreement) is entered into as of by and between:

WHEREAS

WHEREAS, Client is engaged in the operation of its business and requires ongoing lead nurture, automated communication drips, and related marketing technology services; and

WHEREAS, Service Provider represents that it has the expertise, personnel, and systems necessary to design, implement, and manage business services drips (the Services) and desires to provide such Services to Client on the terms set forth herein; and

WHEREAS, the parties wish to set forth the scope, payment, confidentiality, and other terms governing the delivery of the Services.

1. SCOPE OF WORK

Service Provider shall perform the Services described below in accordance with the procedures, timelines, performance standards, and deliverables set out in this Agreement. The core Services shall include planning, configuration, content sequencing, automation setup, monitoring, and reporting for business services drips.

2. PAYMENT TERMS

Client shall pay Service Provider for the Services in accordance with the fees and schedule set forth below.

Overdue amounts shall accrue interest at % per month, or the maximum rate permitted by law if lower, plus a minimum administrative late charge of $ .

3. TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon prior written notice. Either party may terminate for material breach if the breaching party fails to cure a material breach within thirty (30) days after receipt of written notice specifying the breach.

Upon termination, Client shall pay Service Provider for all Services performed and expenses incurred through the effective date of termination and any non-cancellable commitments made by Service Provider in connection with the Services.

4. CONFIDENTIALITY

"Confidential Information" means non-public information designated as confidential or which a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure, including business plans, customer lists, pricing, technical data, and campaign strategies. Each party shall: (a) hold Confidential Information of the other in strict confidence; (b) use the Confidential Information only for performance and receipt of the Services; and (c) not disclose Confidential Information to any third party except to those employees and contractors who have a need to know and are bound by confidentiality obligations no less protective than those set forth herein.

The confidentiality obligations shall not apply to information that: (i) is or becomes generally available to the public through no fault of the receiving party; (ii) was rightfully in the receiving party's possession prior to receipt from the disclosing party; (iii) is received from a third party without breach of any obligation of confidentiality; or (iv) is independently developed by the receiving party without use of the disclosing party's Confidential Information. Upon termination, receiving party shall return or destroy the disclosing party's Confidential Information as requested.

5. INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Client shall retain ownership of its pre-existing intellectual property, and Service Provider shall retain ownership of its pre-existing tools, methodologies, templates, and software (Provider Materials). To the extent Service Provider creates deliverables specifically for Client as part of the Services, ownership of such deliverables shall be transferred to Client upon full payment, except that Service Provider shall retain a perpetual, non-exclusive, royalty-free license to use general know-how and anonymized performance data for internal and portfolio purposes.

6. INDEPENDENT CONTRACTOR; TAXES

Service Provider is an independent contractor and not an employee, agent, or partner of Client. Service Provider shall be solely responsible for payment of all federal, state, and local taxes arising from performance of the Services.

7. INDEMNIFICATION; LIMITATION OF LIABILITY

Each party agrees to indemnify, defend, and hold harmless the other party from and against any third-party claims arising from its gross negligence, willful misconduct, or breach of this Agreement. EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE AMOUNTS PAID OR PAYABLE TO SERVICE PROVIDER BY CLIENT IN THE SIX (6) MONTHS PRECEDING THE CLAIM.

8. FORCE MAJEURE

Neither party shall be liable for delays or failures in performance resulting from causes beyond its reasonable control, including acts of God, labor disputes, government actions, or failures of third-party platforms, provided the affected party gives prompt notice and uses reasonable efforts to resume performance.

9. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by hand, certified mail, or courier, and shall be deemed effective upon receipt.

10. 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.

11. ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any exhibits or statements of work executed under it, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior agreements and understandings. No amendment or modification shall be effective unless in writing and signed by authorized representatives of both parties.

12. MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties acknowledge that they have read and understand this Agreement and that it is binding upon their respective successors and permitted assigns. 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.

SIGNATURES

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