Client Message ID Form

CLIENT MESSAGE ID FORM

This Client Message ID Form and accompanying agreement (the Agreement) is entered into by the following parties effective as of Effective Date: .

Client Name: — Service Provider Name:

WHEREAS

WHEREAS, Client maintains communications and records for business matters and requires unique identifiers for messages to ensure traceability, retention, and proper processing by the Provider; and

WHEREAS, Provider has developed and will administer a Client Message ID system that assigns, records, and maps message identifiers to message metadata in accordance with the terms set forth in this Agreement; and

WHEREAS, the parties desire to set forth the scope, payment, confidentiality, term, and other material terms governing the Provider’s issuance and management of Client Message IDs.

SCOPE OF WORK

Provider shall (a) assign a unique Client Message ID to each discrete client communication submitted by Client in accordance with the formatting rules agreed between the parties, (b) maintain an auditable record linking the Client Message ID to message metadata, and (c) provide Client with access to ID lookup and reporting tools as described below.

MESSAGE DETAILS

Message Date: Time:

Message Type: Email SMS Portal

Priority: Normal High Urgent

PAYMENT TERMS

As consideration for Provider’s performance of the services described in this Agreement, Client shall pay Provider fees in accordance with the schedule below. All fees are due in U.S. dollars and are exclusive of applicable taxes unless otherwise stated.

Provider may suspend access to message lookup services if invoices are past due after the cure period specified in this Agreement. Provider will provide written notice of suspension and an opportunity to cure in accordance with the notice provision below.

TERM AND TERMINATION

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon written notice delivered not less than days prior to the effective termination date. Termination for cause may be immediate for material breach that is not cured within 15 days after written notice of such breach.

CONFIDENTIALITY

Each party acknowledges that, in the course of performance, it may receive Confidential Information of the other party. "Confidential Information" includes message contents, mapping between Client Message IDs and message metadata, Client lists, and any non-public business information. Each party agrees to hold Confidential Information in strict confidence, not to disclose it except to those who have a need to know and are bound to confidentiality, and to use it solely to perform obligations under this Agreement. The obligations of confidentiality shall survive termination for a period of two (2) years, except that mapping records and message retention obligations provided under law or regulation shall be retained as required.

GOVERNING LAW

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

ENTIRE AGREEMENT

This Agreement, including 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 agreements, proposals, and communications, whether written or oral. Any amendment must be in writing and signed by authorized representatives of both parties.

RECORDKEEPING AND RETENTION

Provider shall maintain auditable records mapping Client Message IDs to message metadata for a retention period of days unless a different retention schedule is required by law or agreed in writing.

REPRESENTATIONS; AUTHORITY

Each party represents that it has the full power and authority to enter into this Agreement and that the individual signing below is authorized to bind the party for whom they sign.

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