Client Communication SMS Template

Client Communication SMS Template

This Client Communication SMS Template Agreement ("Agreement") is made effective as of , by and between Client Name: and Service Provider Name: .

WHEREAS

WHEREAS, Client desires to engage Service Provider to send SMS communications to Client's customers and prospects for the purposes described in the Scope of Work below; and

WHEREAS, Service Provider represents that it will use commercially reasonable procedures and industry-standard safeguards to transmit messages, maintain records of consents, and provide opt-out management in accordance with applicable federal and state telecommunications and consumer protection laws.

Scope of Work

Promotional    Transactional    Appointment/Reminder    Alert/Notification

Consent and Compliance

Client represents and warrants that it has obtained all legally required prior express written consent from recipients to receive SMS communications as described herein. Client shall provide to Service Provider, upon request, records of such consent and any revocation or opt-out requests.

Client confirms that recipient consent records will be supplied and maintained in accordance with applicable federal and state law, and that Client will not direct Service Provider to send messages to recipients without valid consent.

Payment Terms

All payments are due as set forth above. Late payments shall accrue interest at the rate set forth in the Late Fee field, and Client shall be responsible for reasonable collection costs, including attorneys' fees, incurred by Service Provider in collecting overdue amounts.

Term and Termination

This Agreement commences on and continues until , unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon providing the notice period specified above. Either party may terminate for material breach if the breaching party fails to cure such breach within thirty (30) days of receiving written notice. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred prior to termination.

Confidentiality

Each party shall treat as Confidential Information all non-public information disclosed by the other party 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 shall not include information that (i) is or becomes generally available to the public other than through a breach of this Agreement, (ii) becomes available on a non-confidential basis from a third party who is lawfully entitled to disclose it, or (iii) was already known by the receiving party without restriction.

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.

Entire Agreement

This Agreement, including all exhibits and attachments referenced herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. No modification of this Agreement will be effective except by a written instrument signed by authorized representatives of both parties.

Representations and Warranties; Indemnification

Each party represents that it has the authority to enter into this Agreement. Client shall indemnify and hold harmless Service Provider from and against any claims, liabilities, damages, losses, or expenses (including reasonable attorneys' fees) arising out of Client's failure to obtain required consents or Client's instruction to send messages that violate applicable law.

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