Mail Merging Document

MAIL MERGING DOCUMENT

Parties and Effective Date

This Mail Merging Document (the "Agreement") is entered into by and between:

Effective Date:

WHEREAS

WHEREAS, Client maintains records, data sets and recipient information necessary for personalized communications and desires to engage Provider to perform mail merge services; and

WHEREAS, Provider has experience and capacity to prepare templates, execute data merges, produce merged outputs and deliver electronic and/or print-ready materials in accordance with specifications set forth below; and

WHEREAS, the parties wish to set forth their respective rights and obligations concerning the preparation, handling and use of Client data and generated merged materials.

Scope of Work

Provider will perform the following services (collectively, the "Services"):

Specific deliverables to be produced by Provider include: merge template(s), merged output files in agreed format, validation reports, and up to revision rounds for layout or data mapping corrections.

Data, Templates and Security

Client will provide source data to Provider in the attached or specified formats. Data fields and mapping shall be described in the field mapping document below.

Provider shall implement reasonable administrative, physical and technical safeguards appropriate to the sensitivity of the data. Provider will limit access to Client data to authorized personnel assigned to perform the Services and will not use Client data for any purpose other than performing the Services.

Payment Terms

Compensation for Services shall be as follows:

Invoices are due within days of receipt. Late payments shall incur interest at % per month (or the maximum permitted by law), calculated daily from the date due until paid.

Term and Termination

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

Either party may terminate this Agreement for convenience upon days' written notice. Either party may terminate immediately for material breach that remains uncured for days after written notice.

Upon termination, Provider shall return or securely destroy Client data and shall certify such destruction in writing upon Client's request. Termination shall not relieve Client of its obligation to pay for Services performed through the effective date of termination.

Confidentiality

Each party shall maintain as confidential all non-public information disclosed by the other party in connection with this Agreement. Provider shall not disclose Client data, recipient information, or template designs to any third party except as necessary to perform the Services and only under written obligations of confidentiality and limited use.

The confidentiality obligations shall survive expiration or termination of this Agreement for a period of three (3) years except with respect to trade secrets, which shall remain protected for so long as they qualify as trade secrets under applicable law.

Intellectual Property; Use of Templates and Outputs

Client retains all right, title and interest in and to Client data and in any intellectual property rights in the underlying recipient data. Provider retains ownership of Provider's pre-existing tools, templates and techniques. Unless otherwise agreed in writing, ownership of merge templates created specifically for Client shall be assigned to Client upon final payment, provided that Provider may retain anonymized process templates for internal use.

Provider grants Client a perpetual, non-exclusive license to use the merged outputs for Client's business purposes. Provider may not use Client's templates, data, or merged outputs for other clients without Client's prior written consent.

Representations and Warranties

Each party represents that it has the authority to enter into this Agreement. Client represents that it has obtained all consents and rights necessary to provide the data and to permit Provider to process and use such data to create merged outputs. Provider represents that Services will be performed in a professional and workmanlike manner.

Limitation of Liability

Except for liability arising from wilful misconduct or gross negligence, each party's aggregate liability under this Agreement shall not exceed the total fees paid to Provider under this Agreement in the twelve (12) months preceding the claim. Neither party shall be liable for incidental, indirect, or consequential damages.

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; Amendments

This Agreement, together with any exhibits and attachments specifically incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior agreements and understandings. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remainder shall remain binding. Neither party may assign its rights or delegate its obligations without the prior written consent of the other party, except to a successor in interest in the event of a merger or sale of substantially all assets.

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