Email Contract Template

EMAIL CONTRACT TEMPLATE

Parties

Client Name:

Contact Name:    Email:

Service Provider Name:

Contact Name:    Email:

Recitals

WHEREAS, Client desires to retain Service Provider to perform email marketing and related communications services described herein; and

WHEREAS, Service Provider represents that it has the expertise, personnel, and resources to provide the services in accordance with the terms of this Agreement; and

WHEREAS, the parties wish to set forth the terms governing the provision of such services, effective as of the Effective Date set forth below.

Effective Date

Effective Date:

Scope of Work

Service Provider shall provide email strategy, content creation, list management, deployment, analytics, and related services as described below. Deliverables, performance standards, and specific schedules shall be set forth in this section.

Payment Terms

Client shall pay Service Provider the fees set forth below in consideration for the Services. Fees do not include taxes or reimbursable expenses unless expressly stated.

Invoices will be issued by Service Provider and are due within days of invoice date. Late payments shall accrue interest at a rate of , or the maximum rate permitted by law, whichever is lower.

Term and Termination

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

Start Date:    End Date:

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate immediately for material breach that remains uncured for thirty (30) days following written notice of such breach.

Confidentiality

"Confidential Information" means all non-public information disclosed by one party to the other in any form 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 excludes information that: (a) is or becomes publicly available without breach of this Agreement; (b) is rightfully known to the receiving party at the time of disclosure; (c) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (d) is rightfully obtained by the receiving party from a third party without restriction.

The receiving party shall: (i) use Confidential Information solely to perform its obligations or exercise its rights under this Agreement; (ii) restrict disclosure of Confidential Information to employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (iii) take reasonable measures to protect Confidential Information from unauthorized use or disclosure. Upon termination or written request, the receiving party shall return or destroy Confidential Information as directed by the disclosing party.

The obligations to protect Confidential Information shall survive termination of this Agreement for a period of years, except with respect to trade secrets, for which protection shall survive as long as the information remains a trade secret under applicable law.

Intellectual Property & Use of Materials

Unless otherwise agreed in writing, Client retains ownership of its pre-existing materials and any data provided to Service Provider. Service Provider retains ownership of its pre-existing materials, templates, tools, and methodologies. Upon full payment of fees due, Service Provider grants Client a non-exclusive, worldwide, royalty-free license to use deliverables produced specifically for Client under this Agreement for Client's internal and marketing purposes.

Representations; Warranties; Limitations

Each party represents that it has the right and authority to enter into this Agreement. Service Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT FOR THE FOREGOING WARRANTY, SERVICES ARE PROVIDED "AS IS" AND SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, AND TOTAL LIABILITY SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE TO SERVICE PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction identified below, without regard to conflict-of-law principles.

Miscellaneous

Entire Agreement: This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties relating to the subject matter and supersedes all prior negotiations and understandings. Any amendment must be in writing and signed by both parties.

Assignment: Neither party may assign this Agreement without the prior written consent of the other, except to a successor by merger or sale of substantially all assets of the assigning party.

Independent Contractor: Service Provider is an independent contractor and not an employee, agent, or legal representative of Client for any purpose.

Severability: If any provision is held invalid or unenforceable, the remainder of this Agreement will remain in full force and effect.

Notices

All notices required or permitted shall be in writing and delivered to the addresses listed in the Parties section above, or to such other address as a party may designate in writing, and shall be deemed given when delivered in person, by certified mail, or by overnight courier.

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