Email Marketing Email Merge

Email Marketing Email Merge — General Business Agreement

Parties

Recitals

WHEREAS, Client desires to engage Service Provider to create, configure, and execute targeted email marketing campaigns that utilize personalized merge fields for recipient-specific content; and

WHEREAS, Service Provider has expertise and systems necessary to perform email merge operations, template management, campaign scheduling, deliverability optimization, and reporting in accordance with industry standards; and

NOW, THEREFORE, in consideration of the mutual covenants set forth below, the parties agree as follows.

Scope of Work

Service Provider shall perform the following services (collectively, the "Services"): design and implement email templates with dynamic merge fields; perform data mapping and cleanse recipient lists supplied by Client; conduct test sends and deliverability checks; schedule and execute email merges; monitor send performance and provide post-send reporting and analytics.

Recipient Lists and Data

Client represents and warrants that all recipient lists provided to Service Provider are procured and maintained in compliance with applicable laws and contain only subscribers who have valid consent to receive marketing email. Client retains sole responsibility for the accuracy and lawfulness of recipient data.

Client approval is required prior to each live send. Client will review and approve content within hours of receipt of final proof. If Client fails to provide timely approval, Service Provider may proceed or reschedule at Provider's discretion as set out in the schedule.

Payment Terms

Client shall pay Service Provider the fees specified below in consideration for Services rendered.

Late payments shall accrue interest at per month (or the maximum permitted by applicable law, if less) on any unpaid balance beginning 30 days after invoice date. Client shall reimburse reasonable costs of collection, including attorneys' fees.

Term and Termination

This Agreement commences on the Effective Date set forth below and continues until terminated in accordance with this section.

Effective Date:

Intended End Date:

Either party may terminate this Agreement for convenience upon written notice to the other party at least days prior to the effective date of termination. Either party may terminate for material breach if the breaching party fails to cure such breach within 15 days after receipt of written notice.

Confidentiality and Data Security

Each party shall maintain in confidence 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 ("Confidential Information"). Confidential Information shall not include information that is or becomes publicly available through no fault of the receiving party, was known to the receiving party prior to disclosure, or is independently developed.

Service Provider shall implement and maintain commercially reasonable administrative, physical, and technical safeguards to protect recipient data and merge fields. In the event of a confirmed data security incident affecting Client data, Service Provider will notify Client without undue delay and cooperate in mitigation and remediation.

Intellectual Property; Use Rights

Client retains all right, title, and interest in Client-provided content and recipient data. Service Provider retains ownership of its preexisting tools, templates, and proprietary software. Unless otherwise agreed in writing, Client is granted a non-exclusive, non-transferable license to use templates and deliverables for Client's internal marketing purposes.

Indemnification and Limitation of Liability

Client shall indemnify and hold harmless Service Provider from claims arising out of Client-provided data, content, or instructions that infringe third-party rights or violate law. Service Provider's liability for any claim related to this Agreement shall be limited to actual direct damages not to exceed the total fees paid by Client under this Agreement in the 12 months preceding the claim. Neither party shall be liable for consequential or punitive damages.

Governing Law

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

Entire Agreement; Amendments

This Agreement, including all attachments and statements of work executed under it, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements and understandings. Any amendment shall be in writing and signed by authorized representatives of both parties.

Acknowledgment

Each party represents that it has the authority to enter into this Agreement and that the individual signing below is duly authorized to bind the party.

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