Business UTM Document

BUSINESS UTM DOCUMENT

Parties

This Business UTM Document (the "Agreement") is entered into as of Effective Date: by and between:

Recitals

WHEREAS, Client wishes to standardize the creation, implementation and governance of UTM campaign parameters for digital marketing assets to ensure consistent tracking and reporting; and

WHEREAS, Service Provider has the technical expertise and will perform implementation, documentation and training related to UTM parameter management for the Client's digital properties; and

WHEREAS, the parties desire to set forth their respective duties, payment terms, confidentiality obligations and other terms in this Agreement.

Scope of Work

Service Provider will provide the following services (collectively, the "Services"):

Services shall include UTM taxonomy design, a naming convention guide, implementation on designated properties, QA testing, validation of analytics receipt of parameters, and a training session for Client personnel unless otherwise specified in the scope above.

UTM Naming Convention and Required Parameters

The parties agree to adopt the following required UTM parameters and formats. Service Provider will produce a written guide that the Client will adopt into operational use. The primary required parameters are utm_source, utm_medium and utm_campaign. Optional parameters are utm_term and utm_content subject to use-case approval.

The Service Provider will deliver an initial UTM naming guide and a change-log template. Client must approve the naming guide in writing prior to sitewide implementation.

Implementation, QA and Change Control

Service Provider responsibilities include implementation on the specified properties, QA testing across identified pages, and submission of an implementation report. Client responsibilities include granting timely access to properties, approving the naming guide, and reviewing QA reports.

Change requests that materially affect the naming convention or reporting requirements shall be processed through a change control request; the Service Provider will provide a written estimate of time and cost for all material changes.

Payment Terms

Client shall pay Service Provider the fees for Services as set forth below. Unless otherwise agreed in writing, all amounts are due in U.S. Dollars.

Late payments shall incur a late fee equal to: per month on overdue balances, commencing after days from invoice due date, plus reasonable costs of collection.

Term and Termination

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Agreement.

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 within thirty (30) days after written notice specifying the breach.

Confidentiality

Each party shall treat as confidential all non-public business information disclosed by the other party in connection with this Agreement ("Confidential Information"). Confidential Information shall not include information that: (a) is or becomes publicly known through no breach of this Agreement; (b) is rightfully received from a third party without obligation of confidentiality; or (c) is independently developed without use of Confidential Information. Each party shall use Confidential Information solely to perform its obligations under this Agreement and shall not disclose Confidential Information except to employees, contractors or advisors with a need to know who are bound by confidentiality obligations at least as protective as those herein. Upon termination or written request, recipient shall return or certify destruction of Confidential Information.

Data Ownership and Access

All raw and processed analytics data collected through UTM implementation shall be owned by Client. Service Provider is granted a limited license to access such data solely to perform the Services. Service Provider shall not sell, sublicense or otherwise monetize Client data and shall return or delete copies upon termination except to the extent required by law.

Audit, Reporting and Acceptance

Client will review deliverables within ten (10) business days of submission and will provide written acceptance or a list of reasonable objections. Failure to notify Service Provider of objections within such period shall constitute deemed acceptance.

Client confirms the following by checking the box:

Client acknowledges receipt of the UTM naming guide and accepts responsibility to apply the guide to internal campaign creation processes.

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. The parties submit to the exclusive jurisdiction of state and federal courts located in that State for disputes arising out of this Agreement.

Entire Agreement

This Agreement, including all exhibits, attachments and the UTM naming guide once executed by both parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. Any amendment or modification must be made in writing and signed by authorized representatives of both parties.

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