Business Services SMS RML Document

Business Services SMS RML Document

This Business Services SMS RML Document (the Agreement) is entered into as of Effective Date: by and between Client Name: and Service Provider Name: .

RECITALS

WHEREAS, Client desires to engage Service Provider to provide short message service (SMS) related business services, including but not limited to campaign creation, recipient list management, message delivery and reporting (the Services); and

WHEREAS, Service Provider represents that it has the expertise, systems and lawful authority necessary to deliver SMS communications and to obtain and maintain Recipient Messaging License and Release and related consents (RML), and agrees to provide the Services in accordance with this Agreement and applicable law; and

WHEREAS, the parties wish to set forth the terms governing the provision of Services, payment, confidentiality, allocation of risk, and other matters as set forth herein.

SCOPE OF WORK

Service Provider shall perform the Services described below. The Services shall include obtaining and maintaining all necessary recipient consents and releases, managing message content and delivery, monitoring deliverability and providing periodic reports to Client.

PAYMENT TERMS

Client agrees to pay Service Provider the fees set forth below in consideration for the Services rendered under this Agreement.

All fees are exclusive of taxes. If Client fails to pay undisputed amounts when due, Service Provider may suspend Services after providing at least days' written notice.

TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate for material breach if the breach is not cured within days after written notice of such breach.

Upon termination, Service Provider shall deliver all work in progress and Client shall pay for Services performed through the termination date, including any non-cancellable third-party charges incurred by Service Provider.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means business, technical and financial information disclosed by one party to the other that is marked confidential or which a reasonable person would understand to be confidential. Confidential Information does not include information that: (a) is publicly known other than by breach of this Agreement; (b) is rightfully received from a third party without restriction; or (c) is independently developed by the receiving party.

Each party agrees to (i) maintain the confidentiality of the other party's Confidential Information using at least the same degree of care it uses to protect its own confidential information, but not less than reasonable care; (ii) use Confidential Information solely to perform its obligations under this Agreement; and (iii) restrict disclosure to employees, contractors or agents who have a need to know and are bound by confidentiality obligations at least as protective as those herein. These obligations shall survive termination for a period of three (3) years.

DATA, CONSENT AND COMPLIANCE

Service Provider shall obtain and maintain all necessary consents and authorizations from recipients for the sending of SMS messages as required by applicable law. Client represents and warrants that it has the right to provide recipient contact information to Service Provider for the purposes described in this Agreement and will not provide numbers that have not provided required consent.

Client grants to Service Provider a limited, non-exclusive license to use Client's marks, messaging templates and recipient lists solely to perform the Services. Client shall indemnify and hold Service Provider harmless from claims arising from Client-provided content or lists that violate applicable law.

INSURANCE AND INDEMNITY

Each party shall maintain insurance coverage appropriate to its operations. Service Provider shall defend, indemnify and hold harmless Client from claims arising from Service Provider's gross negligence or willful misconduct. Client shall indemnify Service Provider for claims arising from Client-supplied content or violations of recipient consent obligations.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflicts of law principles.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties concerning the subject matter and supersedes all prior and contemporaneous agreements and understandings. Any modification or amendment must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remainder shall continue in full force. Neither party may assign this Agreement without the other party's prior written consent, except to a successor in interest by merger or sale of substantially all assets.

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