Business SMS Template

BUSINESS SMS TEMPLATE AGREEMENT

Effective Date:

WHEREAS

WHEREAS, Client operates a business that desires to send informational and promotional short message service (SMS) communications to individuals who have provided appropriate consent; and

WHEREAS, Vendor provides content creation, message template development, campaign configuration, and related services for SMS communications and has the expertise and resources to develop and manage SMS templates and related campaign material for Client; and

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties agree as follows.

SCOPE OF WORK

Vendor will develop, deliver, and, where agreed, implement SMS message templates and associated campaign configuration for Client in accordance with the requirements set forth below. Templates will be provided in editable format and include required compliance language and opt‑out mechanics as specified in this Agreement.

Sender identification and frequency: Sender ID: Frequency:

PAYMENT TERMS

Client shall pay Vendor for the services described in this Agreement in accordance with the following terms.

Vendor will invoice Client in accordance with the payment schedule. Unless otherwise stated, all amounts are due within thirty (30) days of invoice. Client is responsible for all taxes related to payments, other than taxes based on Vendor's net income.

TERM AND TERMINATION

This Agreement commences on the Effective Date and, unless earlier terminated as provided below, continues until the End Date.

Start Date:

End Date:

Either party may terminate this Agreement for material breach by the other party if such breach remains uncured for thirty (30) days after written notice. Termination shall not relieve either party of obligations incurred prior to the effective date of termination, including payment for services performed.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other 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 includes customer lists, contact data, campaign strategies, message content, and templates.

Receiving party shall: (a) hold Confidential Information in strict confidence; (b) not disclose it except to employees, contractors, and service providers who have a need to know and are bound by confidentiality obligations no less protective than those herein; and (c) use Confidential Information solely to perform obligations under this Agreement. Confidentiality obligations survive termination for a period of three (3) years, except for trade secrets, which shall be protected for as long as they remain trade secrets.

Upon termination or upon written request, receiving party will return or destroy Confidential Information and certify destruction if requested.

COMPLIANCE; CONSENT; INDEMNITY

Client represents and warrants that it shall obtain and maintain all necessary consents, opt‑ins, and permissions from message recipients and shall comply with all applicable laws and regulations governing commercial electronic messages, telemarketing, and privacy. Client shall ensure that recipient contact information provided to Vendor is collected in compliance with law and that recipients have been given clear, conspicuous disclosure and a lawful method to opt out.

Vendor will incorporate reasonable compliance language and opt‑out mechanics in templates, but Client remains solely responsible for recipient consent and legal compliance of any lists or campaign targeting. Client shall indemnify, defend, and hold Vendor harmless from all claims, liabilities, fines, penalties, and expenses arising from Client's failure to obtain valid consent or otherwise comply with applicable law.

GOVERNING LAW

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

ENTIRE AGREEMENT

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

LIMITATION OF LIABILITY

Except for liability arising from willful misconduct or breaches of confidentiality or indemnity obligations, neither party shall be liable to the other for incidental, consequential, special, punitive, or exemplary damages. Vendor's aggregate liability under this Agreement shall not exceed the fees actually paid by Client to Vendor under this Agreement during the twelve (12) month period preceding the event giving rise to the claim.

MISCELLANEOUS

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

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