Marketing Call Center Agreement

MARKETING CALL CENTER AGREEMENT

ANALYSIS SUMMARY

This document is a services agreement engaging a third-party call center (Service Provider) to perform outbound and/or inbound marketing and customer-engagement activities on behalf of a Brand/Client. A complete agreement contains: identification of the parties; recitals and definitions; scope of services (campaign, objectives, channels, hours, staffing and scripts); deliverables and reporting; compensation and invoicing schedule; ownership and use of campaign data and recordings; compliance and disclosure obligations (including representational statements regarding marketing disclosures and telemarketing laws); exclusivity; terms for termination and applicable kill fees; confidentiality and data security; indemnities and limitations of liability; audit and dispute resolution provisions; and signatures for both parties.

PARTIES

This Marketing Call Center Agreement (the Agreement) is entered into as of Effective Date: by and between:

DEFINITIONS AND RECITALS

Unless otherwise defined, capitalized terms used in this Agreement shall have the meanings set forth herein. Brand engages Provider to perform marketing call center services for the Campaign described below, and Provider accepts such engagement under the terms and conditions of this Agreement.

CAMPAIGN — SCOPE OF SERVICES

Channels to be used (check all that apply):

Phone (Outbound)   Phone (Inbound)   SMS/Text   Email   Chat

DELIVERABLES & PERFORMANCE

Reporting cadence and format:

COMPENSATION & EXPENSES

USAGE RIGHTS & DATA

Ownership of Campaign Materials and Data: Brand retains ownership of all Brand Materials and campaign creative supplied to Provider. Provider shall retain operational data and call recordings produced in performing the Services only to the extent necessary to deliver the Services, subject to Brand's rights to access, export and delete such data as set forth below.

COMPLIANCE & FTC DISCLOSURE

Provider shall comply with all applicable federal and state laws and regulations governing telemarketing, consumer protection, data privacy and communications (including rules governing automated dialing, call abandonment and do-not-call lists). Provider will ensure that all marketing communications include required disclosures and that any paid endorsements, incentives or material connections are disclosed in accordance with regulatory standards.

EXCLUSIVITY

Exclusivity: Provider shall be the exclusive provider for the Campaign   Provider is non-exclusive

TERMINATION & KILL FEE

Term: This Agreement begins on the Effective Date and continues for an initial term of unless earlier terminated as set forth herein.

INTELLECTUAL PROPERTY

Brand retains all ownership rights in Brand Materials. Provider is granted a limited, non-exclusive, non-transferable license to use Brand Materials solely to perform the Services. Provider assigns to Brand all rights, title and interest in any deliverables created specifically for Brand under this Agreement, except for Provider's pre-existing tools, systems and methodologies, which remain Provider's sole property.

CONFIDENTIALITY & DATA SECURITY

Each party agrees to maintain the confidentiality of Confidential Information received from the other and to use at least industry-standard administrative, physical and technical safeguards to protect personal data and campaign data. Provider shall not disclose Brand Confidential Information except as necessary to perform the Services or as required by law, and shall return or securely destroy Brand data upon termination.

REPRESENTATIONS, WARRANTIES & INDEMNITY

Each party represents and warrants that it has authority to enter this Agreement. Provider represents that it will perform Services in a professional manner and comply with applicable laws. Each party agrees to indemnify, defend and hold the other harmless from third-party claims arising from its breach of this Agreement, gross negligence or willful misconduct.

LIMITATION OF LIABILITY

Except for indemnification obligations or breaches of confidentiality, neither party will be liable for indirect, incidental, special or consequential damages. Provider's aggregate liability to Brand for claims arising out of this Agreement will not exceed the total fees paid by Brand to Provider under this Agreement during the preceding six (6) month period.

AUDIT, SUBCONTRACTING & ASSIGNMENT

Brand may audit Provider's compliance with the Agreement with reasonable prior notice. Provider may subcontract portions of the Services provided that Provider remains responsible for compliance. Neither party may assign the Agreement without the other party's prior written consent, except to a successor in interest to substantially all of its assets or business.

GOVERNING LAW & DISPUTE RESOLUTION

This Agreement shall be governed by the laws of the state chosen by the parties. Any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration or as otherwise agreed in writing by the parties.

NOTICES

MISCELLANEOUS

Entire Agreement; Amendments: This Agreement constitutes the entire agreement between the parties and supersedes prior agreements regarding the subject matter. Any amendment must be in writing and signed by authorized representatives of both parties.

SIGNATURES

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