Emailing Document Template

EMAILING DOCUMENT TEMPLATE

This General Business Agreement ("Agreement") is made and entered into as of Effective Date: by and between Client Name: with principal address: and Service Provider: with principal address:

WHEREAS

WHEREAS, Client requires preparation, assembly, and secure electronic delivery of certain documents by email and related services necessary for Client's business operations; and

WHEREAS, Service Provider possesses expertise and resources to prepare, format, encrypt as applicable, and transmit documents electronically and to retain evidence of transmission and delivery in accordance with the terms set forth in this Agreement;

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

SCOPE OF WORK

Service Provider will perform the following services (collectively, "Services"): prepare, review, convert to agreed file format, apply agreed security measures (encryption/password protection if requested), transmit Documents to Recipient email addresses provided by Client, and maintain records of transmission and delivery. Specific deliverables, frequency, and special instructions are described below.

PAYMENT TERMS

In consideration for the Services, Client shall pay Service Provider the fees set forth below. All fees are exclusive of applicable taxes unless otherwise stated.

If any invoiced amount remains unpaid more than days after the due date, Client shall pay interest at the lesser of per month or the maximum rate permitted by law, plus reasonable collection costs.

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 for cause upon written notice if the other party materially breaches this Agreement and fails to cure such breach within days after receipt of notice. Termination shall not relieve Client of its obligation to pay amounts due for Services rendered through the effective date of termination.

CONFIDENTIALITY

Each party shall maintain the confidentiality of Confidential Information of the other party and shall not disclose such information except to employees, contractors, or agents who have a need to know in connection with the performance of this Agreement and who are bound by confidentiality obligations no less restrictive than those herein. "Confidential Information" includes documents, email content, transmission records, recipient lists, and any nonpublic business information designated as confidential or which by its nature a reasonable person would consider confidential.

Confidentiality obligations do not apply to information that is (i) publicly known through no breach by the receiving party, (ii) independently developed by the receiving party without use of the disclosing party's Confidential Information, or (iii) required to be disclosed by law, provided that the receiving party gives prompt notice and cooperates to limit the scope of such disclosure where permitted.

ELECTRONIC DELIVERY; CLIENT RESPONSIBILITIES

Client authorizes Service Provider to deliver Documents by electronic mail to the Recipient addresses provided by Client. Client represents and warrants that it has the right to provide such addresses and that such use does not violate third-party rights. Client is solely responsible for maintaining the accuracy of Recipient contact information and for any loss, delay, or interception that results from incorrect or outdated Recipient information.

Service Provider will make commercially reasonable efforts to secure transmissions, including using available encryption and password protections when requested in writing. Service Provider shall retain transmission logs and evidence of delivery in accordance with its records retention policy, which shall be made available to Client upon reasonable request.

LIMITATION OF LIABILITY AND INDEMNITY

Except for breaches of confidentiality or gross negligence or willful misconduct, Service Provider's aggregate liability for any claim arising out of or relating to this Agreement shall be limited to the total fees paid by Client to Service Provider in the twelve (12) months preceding the claim. Client shall indemnify, defend and hold harmless Service Provider from and against any claims arising from Client-provided Recipient information, Client instructions that violate law, or Client's misuse of delivered Documents.

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, together with any exhibits or schedules executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous proposals, negotiations, and agreements, whether written or oral. No modification shall be effective unless in writing and signed by authorized representatives of both parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses listed above or such other address as a party may designate in writing. Notices delivered by email shall be deemed delivered upon transmission provided no delivery failure message is received.

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