Client Communication Phone WOA

Client Communication Phone WOA

RECITALS

WHEREAS, Client Name: (the "Client") desires to engage the Service Provider to perform telephone-based client communications as set forth herein;

WHEREAS, Service Provider Name: (the "Service Provider") represents that it has the necessary experience, personnel, systems and legal authority to place calls and send messages on behalf of the Client; and

WHEREAS, the parties desire to set forth the scope, payment terms, confidentiality obligations and other terms governing the Service Provider's telephone communications on behalf of the Client, effective as of Effective Date: .

PARTIES AND CONTACTS

SCOPE OF WORK

The Service Provider will perform telephone-based communications on behalf of the Client in accordance with the specifications below. The Service Provider shall perform services in a professional manner consistent with industry standards and applicable law.

PHONE COMMUNICATION AUTHORIZATION

The Client authorizes the Service Provider to contact the Client's customers and contacts by telephone and electronic message as detailed below. The Client represents that it has obtained any required consents for the Service Provider to contact those individuals and will provide an updated list of authorized numbers.

Informational calls (appointment reminders, account notices)

Marketing/promotional calls

Text messages / SMS communications

The Service Provider will maintain records of consents and will, upon reasonable request, provide confirmation of consent records for contacts called or messaged under this WOA. The Service Provider will comply with applicable laws governing telephone and electronic communications, including opt-out requests.

PAYMENT TERMS

In consideration for services performed under this WOA, the Client agrees to pay the Service Provider as set forth below. All amounts are due in U.S. dollars unless otherwise agreed in writing.

If the Client fails to pay undisputed amounts when due, the Service Provider may suspend services until payment is received and is entitled to recover collection costs, including reasonable attorneys' fees. Disputed items will be raised in writing within the payment period and handled in good faith.

TERM AND TERMINATION

This WOA commences on Start Date: and continues until End Date: , unless earlier terminated in accordance with this Section.

Either party may terminate this WOA for convenience upon providing written notice to the other party at least Notice Period (days): days prior to the proposed termination date. Either party may terminate for cause if the other party materially breaches this WOA and fails to cure within thirty (30) days after receipt of written notice of such breach.

CONFIDENTIALITY

The parties acknowledge that in the course of performance, each may receive confidential and proprietary information of the other ("Confidential Information"). Each party agrees to hold Confidential Information in strict confidence, to use it only for performance under this WOA, and not to disclose it to any third party except as required by law or with prior written consent.

INDEMNIFICATION AND LIABILITY

Each party will indemnify and hold harmless the other from third-party claims arising from its negligence, willful misconduct, or material breach of this WOA. Except for indemnification obligations and willful misconduct, neither party will be liable for consequential, incidental, or punitive damages. The parties' aggregate liability will not exceed the amounts paid under this WOA in the preceding six (6) months.

GOVERNING LAW; ENTIRE AGREEMENT

This WOA will be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles.

This WOA, together with any attachments or exhibits signed by the parties, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, representations, and understandings, whether written or oral. Any amendment must be in writing and signed by both parties.

MISCELLANEOUS

Notices under this WOA must be given in writing to the addresses set forth in the Parties and Contacts section. If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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