Customer Loyalty Document

Customer Loyalty Agreement

This Customer Loyalty Agreement (the "Agreement") is made effective as of the day of , by and between Client Name: and Provider Name: .

Recitals

WHEREAS, Client operates a business that offers products and services to end customers and desires to implement a customer loyalty program to increase retention and repeat purchases; and

WHEREAS, Provider possesses experience and infrastructure necessary to design, administer, and manage customer loyalty programs and will provide such services to Client on the terms set forth in this Agreement; and

WHEREAS, the parties intend that this Agreement set forth the respective responsibilities, payment terms, confidentiality obligations, and other material terms governing the loyalty program identified below.

Program Identification

Scope of Work

Provider will design, implement, operate and maintain the customer loyalty program described below and will perform services in a professional manner in accordance with industry standards.

Payment Terms

Client shall pay Provider compensation for the services described in the Scope of Work in accordance with the fee schedule set forth below. All fees are exclusive of taxes unless otherwise stated; Client is responsible for applicable taxes.

Late payments shall incur interest at the lesser of (i) or (ii) per month on the overdue balance, compounded monthly, together with any costs of collection, including reasonable attorneys' fees.

Term and Termination

The term of this Agreement shall commence on the Term Start Date and, unless earlier terminated in accordance with this Agreement, continue until the Term End Date.

Term Start Date:

Term End Date:

Either party may terminate this Agreement for convenience by providing written notice to the other party at least days prior to the desired termination date. Either party may terminate for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Confidentiality

Each party (the "Receiving Party") shall keep confidential all non-public information disclosed by the other party (the "Disclosing Party") that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Confidential Information includes customer data, program mechanics, pricing, marketing strategies, and technical integrations.

The Receiving Party shall not disclose Confidential Information to any third party except to its employees, contractors or agents who have a need to know and are bound by confidentiality obligations at least as protective as those in this Agreement. The obligations of confidentiality shall survive termination of this Agreement for a period of following termination, except for trade secrets which shall remain protected for as long as they qualify as trade secrets under applicable law.

Data and Customer Information

Client retains ownership of customer lists and customer data provided to Provider for the purposes of the loyalty program. Provider may use aggregated and anonymized program metrics for benchmarking and internal analytics, provided such use does not identify Client or individual customers. Provider shall implement and maintain reasonable administrative, technical and physical safeguards to protect customer data in its possession.

Representations, Warranties and Indemnity

Each party represents that it has the full right, power and authority to enter into this Agreement. Provider represents that the services will be performed in a professional and workmanlike manner consistent with industry standards. Client shall indemnify and hold harmless Provider from and against any third-party claims arising from Client's marketing materials, customer-facing representations, or misuse of the program, except to the extent caused by Provider's gross negligence or willful misconduct.

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. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for any dispute arising under this Agreement.

Entire Agreement; Amendments

This Agreement, together with any exhibits or attachments 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. No amendment or modification of this Agreement will be binding unless in writing and signed by authorized representatives of both parties.

Miscellaneous

Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, sale of substantially all assets, or change of control. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect.

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