Business Services Last Blasts Contract

Business Services Last Blasts Contract

This Business Services Last Blasts Contract (the Agreement) is made and entered into as of Effective Date: by and between Client Name: with principal place of business at and Service Provider Name: with principal place of business at .

Recitals

WHEREAS, Client desires to engage Service Provider to perform specialized business services relating to promotional blasting, email deployment, and related campaign management (the Services); and

WHEREAS, Service Provider represents that it has the experience, personnel, and ability to provide the Services in accordance with industry standards and the terms of this Agreement; and

WHEREAS, the parties wish to set forth their rights and obligations with respect to the Services in this Agreement.

Scope of Work

Service Provider shall furnish all labor, materials, equipment, and supervision necessary to perform the Services described below. Service Provider shall perform the Services in a professional manner consistent with applicable industry standards.

Payment Terms

In consideration for the Services, Client shall pay Service Provider the Total Contract Amount set forth below in accordance with the schedule identified in this section. All sums are payable in United States dollars unless otherwise agreed in writing.

Late payments shall incur interest at the rate specified below and Client shall be responsible for collection costs and reasonable attorneys' fees incurred by Service Provider in collecting past-due amounts.

(Specify percentage per month; e.g., 1.5 indicates 1.5% per month on the unpaid balance. If a flat fee is preferred, state "flat fee" in the Payment Schedule above.)

Term and Termination

Term: 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 this Agreement for convenience upon written notice to the other party no fewer than days prior to the effective date of termination. Either party may terminate for material breach if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach.

Upon termination, Client shall pay Service Provider for all Services performed and approved expenses incurred through the effective date of termination. If Client terminates for convenience after work has commenced, Service Provider shall be entitled to payment for work in progress and non-cancelable commitments reasonably incurred.

Confidentiality

"Confidential Information" means non-public business, technical, financial, customer, and marketing information disclosed by one party (Discloser) to the other (Recipient), whether disclosed orally, in writing, or by inspection. Confidential Information does not include information that (a) is or becomes generally available to the public other than by breach of this Agreement by Recipient; (b) is rightfully received by Recipient from a third party without restriction; (c) was in Recipient's possession prior to disclosure by Discloser; or (d) is independently developed by Recipient without use of Discloser's Confidential Information.

Recipient shall (i) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information, but no less than a reasonable degree of care; (ii) use Confidential Information solely to perform its obligations under this Agreement; and (iii) not disclose Confidential Information to any third party except to those employees, agents, or subcontractors who have a strict need to know and who are bound by confidentiality obligations no less protective than those herein.

The obligations of confidentiality shall survive termination of this Agreement for a period of years, except that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law.

Indemnification

Each party shall indemnify, defend, and hold harmless the other party from and against any and all third-party claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement. The indemnified party shall provide prompt written notice of any claim and reasonable cooperation in the defense of such claim.

Limitation of Liability

EXCEPT FOR EACH PARTY'S INDEMNITY OBLIGATIONS AND A PARTY'S WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF BUSINESS, OR LOSS OF DATA, WHETHER IN CONTRACT, TORT OR OTHERWISE. THE AGGREGATE LIABILITY OF EITHER PARTY FOR CLAIMS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT PAID OR PAYABLE UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Governing Law

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

Entire Agreement

This Agreement, including any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations, and communications, whether oral or written. Any amendment or modification of this Agreement must be in writing and signed by duly authorized representatives of both parties.

Miscellaneous

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

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