Customer Feedback Survey Contest

Customer Feedback Survey Contest Agreement

This Customer Feedback Survey Contest Agreement ("Agreement") is made effective as of between the following parties:

WHEREAS

WHEREAS, Company seeks to solicit customer feedback regarding its products and services and intends to encourage participation through a contest offering prizes and other incentives; and

WHEREAS, Administrator possesses the expertise and resources to administer the Customer Feedback Survey Contest (the "Contest"), to collect survey responses, to determine eligible entries, and to deliver prizes in accordance with the terms of this Agreement; and

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

1. SCOPE OF WORK

Administrator shall perform the services necessary to implement and operate the Contest as described below. Services include survey hosting, data collection, validation of entries, winner selection, prize fulfillment, and reporting to Company. Administrator shall perform services in a professional manner consistent with industry standards.

2. CONTEST PERIOD AND ENTRY

The Contest shall open on and close on . Administrator will only accept entries received during the Contest Period and in accordance with the eligibility and entry rules set forth below.

3. PAYMENT TERMS AND PRIZES

Company shall pay Administrator for services and prizes as set forth below. Prize distribution and administrative compensation are subject to adjustment only by written amendment signed by both parties.

4. TERM AND TERMINATION

The term of this Agreement shall commence on the effective date and continue until all services described in Section 1 are completed and all prizes are fulfilled, unless earlier terminated as provided herein.

Either party may terminate this Agreement for material breach if the breaching party fails to cure within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve either party of obligations accrued prior to termination, including payment obligations and prize fulfillment for entries received prior to termination.

5. CONFIDENTIALITY

"Confidential Information" means non-public business, technical, financial, or customer information disclosed by one party to the other that is designated confidential or which a reasonable person would understand to be confidential. Each recipient shall: (a) hold Confidential Information in strict confidence; (b) not use Confidential Information except to perform its obligations under this Agreement; and (c) not disclose Confidential Information to third parties except to employees, contractors, or advisors who have a need to know and are bound by confidentiality obligations at least as protective as those set forth herein. Confidentiality obligations shall survive for three (3) years after termination of this Agreement, except that trade secrets shall be protected for as long as they qualify as trade secrets under applicable law.

6. USE OF FEEDBACK, INTELLECTUAL PROPERTY, AND PUBLICITY

To the extent permitted by applicable law, participants shall grant Company a perpetual, irrevocable, worldwide, royalty-free license to use, reproduce, modify, publish, distribute and otherwise exploit the feedback and survey responses collected through the Contest, including for marketing and product development purposes. Administrator shall ensure that any required participant consents are obtained in the entry process. Company shall own all derivatives and analyses derived from aggregated survey data.

7. COMPLIANCE, REPRESENTATIONS, AND WARRANTIES

Each party represents and warrants that it has full authority to enter this Agreement and perform its obligations. Administrator represents it will conduct the Contest in compliance with all applicable laws, rules, and regulations and will obtain any required permits or registrations. Company represents it has the right to offer the prizes described herein.

8. INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party shall indemnify, defend, and hold harmless the other party and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses or expenses (including reasonable attorneys' fees) arising out of the indemnifying party's breach of this Agreement, gross negligence, or willful misconduct. In no event shall either party be liable for consequential, incidental, special or punitive damages, except for liability arising from willful misconduct or gross negligence.

9. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for disputes arising under this Agreement.

10. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties with respect to the Contest and supersedes all prior and contemporaneous agreements, proposals, communications, and representations, whether oral or written. Any amendment or modification must be in writing and signed by both parties.

11. MISCELLANEOUS

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Company may assign to an affiliate or successor in interest. Notices required under this Agreement shall be in writing and delivered to the addresses set forth above.

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