Marketing eBlast Document

Marketing eBlast Document

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

Recitals

WHEREAS, Client desires to engage Provider to prepare, manage, and distribute one or more commercial electronic mail campaigns (each, a Campaign) for the purpose of marketing Client products or services; and

WHEREAS, Provider represents that it possesses the experience, technical capability, and personnel necessary to execute the Campaign in accordance with the terms and specifications set forth in this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the creation, approval, distribution, and post-delivery reporting of the Campaign.

Campaign Identification

Campaign Name:

Proposed Send Date:

Scope of Work

Provider shall perform the following services for the Campaign. The parties agree that specifics and milestones will be documented in the scope description below and constitute obligations under this Agreement.

Deliverables and Options (select all that apply):

Design template creation
Copywriting and subject line options
List management and deduplication
Tracking and click/open reporting
A/B testing (specify in scope)

List Source and Recipient Details

Recipient List Source:

Client-provided list (Client warrants permission to contact each recipient)
Provider-managed list (Provider warrants compliance with applicable consent requirements)
Third-party rented or purchased list (identify source in scope)

Payment Terms

Client shall pay Provider the fees described below in consideration for the services. Fees are exclusive of any taxes for which Client is responsible.

Late fee is applied to overdue balances in the greater of the stated percentage or the minimum fee specified in the payment schedule. Charges for collection, including reasonable attorneys' fees, shall be paid by the delinquent party.

Term and Termination

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

Start Date:    End Date:

Either party may terminate for material breach if the breaching party fails to cure within fifteen (15) days after receipt of written notice specifying the breach, or immediately for breaches involving unauthorized use of personal data or other unlawful conduct. Termination will not relieve Client of its obligation to pay for services performed and non-cancellable fees incurred prior to termination.

Confidentiality

Each party shall keep confidential and not disclose to any third party Confidential Information received from the other party, except to those employees, agents, or subcontractors who have a need to know and are bound by confidentiality obligations no less protective than those herein. "Confidential Information" does not include information that is (a) publicly known through no fault of the receiving party, (b) rightfully received from a third party without restriction, or (c) independently developed without use of the disclosing party's Confidential Information.

Confidentiality obligations shall survive termination of this Agreement for a period of three (3) years, except that trade secrets shall be protected for as long as they qualify as trade secrets under applicable law.

Compliance, Warranties and Indemnity

Client represents and warrants that it has the right to provide the recipient list and materials for use in the Campaign and that such use will not violate any applicable law, third-party right, or privacy requirement. Provider represents and warrants that services will be performed in a professional manner consistent with industry standards.

Client shall indemnify, defend and hold harmless Provider from and against any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of Client's breach of this Agreement, including claims arising from the recipient list or materials provided by Client. Provider shall indemnify Client for Provider's gross negligence or willful misconduct in performing the services.

Provider will include a functioning unsubscribe mechanism in each Campaign and will maintain reasonable procedures to process opt-outs. Client acknowledges that final compliance with applicable anti-spam and data protection laws remains the responsibility of the party controlling the recipient data.

Intellectual Property; License

Client retains all right, title and interest in materials provided to Provider. Client grants Provider a limited, non-exclusive, royalty-free license to use such materials solely to perform the services contemplated by this Agreement. Provider shall retain ownership of any Provider pre-existing templates, code, tools or methodologies, but grants Client a non-exclusive license to use deliverables solely for Client's internal marketing purposes as delivered.

Limitation of Liability

Except for liability arising from breach of confidentiality or indemnity obligations or willful misconduct, each party's aggregate liability arising out of or related to this Agreement shall not exceed the total fees paid by Client to Provider under this Agreement for the Campaign. Neither party shall be liable for incidental, consequential, special or punitive damages.

Reporting; Metrics

Provider will deliver a Campaign performance report including delivery rate, open rate, click-through rate, and unsubscribes within days following the send date, unless otherwise agreed in writing.

Data Security and Return or Deletion of Data

Provider will process personal data only for the purpose of performing the services and will implement reasonable administrative, technical and physical safeguards to protect such data. Upon termination or completion of the Campaign, Provider will, at Client's direction, either return or securely delete Client data within days.

Data Return Option:

Return data to Client
Securely delete provider copies

Governing Law; Entire Agreement

Governing Law: The validity, interpretation and performance of this Agreement shall be governed by the laws of , without regard to its conflicts of laws rules.

Entire Agreement: This Agreement, together with any attached or referenced exhibits, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior proposals, negotiations and communications, whether written or oral. Any amendment must be in writing and signed by both parties.

Acknowledgment

By signing below, each party acknowledges that it has read and understands this Agreement, that it has authority to enter into this Agreement, and that it agrees to be bound by its terms.

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