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IT, web, Internet, software, hardware, media, multimedia, photography, tech, information, technology, computer, business, company, pre-written, legal, contract, agreement, documents, templates, boilerplate, form, outline, text, terms, recitals EMAIL MARKETING AND CAMPAIGN MANAGEMENT AGREEMENT THIS AGREEMENT made this CurrentDay day CurrentMonth CurrentYear and between Company Agency and CustCompany Customer Recitals Agency the business providing email marketing and email campaign management services for fee Customer desires have Agency render certain email marketing and campaign management services the Services set forth Exhibit Agency desires render email marketing and campaign management services set forth Exhibit Agreements consideration the mutual covenants set forth this Agreement Customer and Agency hereby agree follows Engagement Services Agency agrees render Customer services connection with the planning preparing and creation Email Marketing Campaign including Create design mockups and comps for all creative materials content used with Customer approval Email Marketing Campaigns Create different types content templates such HTML Flash Rich Media Text AOL Text Lotus Notes specific content templates Develop advertising ideas and creative content for Customer for approval for use email marketing programs Prepare estimates costs and expenses associated with idea and content development and present them Customer for approval Design contract otherwise arrange for the preparation programming response tracking open rates click through rates bounce handling blocked email tracking black and white list handling ROI tracking response devices alternate content delivery auto responders opt out forward friend campaign management tools analytic tools predictive modeling any other related service device that the Customer may request Provide proofing and editing services behalf Customer check for accuracy completeness adherence specifications and Customer branding all forms contracted advertising that Agency handles behalf Customer Audit all invoices and expenses provided third party vendors ensure accuracy Provide other services Customer may request from time time such content creation assistance Customer staff and employees market research analysis additional project consulting Execute all other advertising and marketing services campaign management agreed upon Exhibit Specifications Agency agrees develop the advertising and consulting services pursuant the specifications set forth Exhibit attached hereto the Specifications Services Completion Agency will use reasonable diligence the development the Email Marketing Campaign Services and endeavor deliver Customer all agreed upon specifications Milestones outlined Exhibit later than DeliveryDate Customer acknowledges however that this delivery deadline and the other payment milestones listed Exhibit are estimates and are not required delivery dates Agency will retain all creative source code original works files digital media and other intellectual property for the entire project and provide Customer with the output formats only Customer shall retain all its intellectual property rights any logos graphics text images other components owns and transmits Agency for use fulfillment creation services Ownership Rights Agency shall endeavor ensure that Customer shall able retain under the fullest extent under the law any and all intellectual property rights any text images other components created for Customer pursuant this Agreement Customer agrees that any material content plan idea prepared Agency submitted Customer for approval any stage that not utilized the termination this Agreement shall remain the property Agency Customer agrees return Agency any materials may have Agency such artwork mock ups comps text digital media film photos any other physical embodiment Agency creative work performed while under this Agreement Upon termination expiration this Agreement Customer agrees solely responsible for any additional use materials and advertisements created Agency pursuant this Agreement Additional expenses may include but are not limited fees licenses translations royalties talent and other associated fees Agency obligation shall not apply with any respect foreign use Compensation For all Agency services under this Agreement Customer shall compensate Agency cash pursuant the terms Exhibit attached hereto the event Customer fails make any payment referenced Exhibit the deadline set forth Exhibit Agency has the right but not obligated pursue any all the following remedies terminate the Agreement withhold all materials services and creative content administered Agency behalf Customer bring legal action Confidentiality Customer and Agency acknowledge and agree that the Specifications and all other documents and information related the engagement marketing advertisement development the Confidential Information will constitute valuable trade secrets Agency Customer shall keep the Confidential Information confidence and shall not any time during after the term this Agreement without Agency prior written consent disclose otherwise make available anyone either directly indirectly all any part the Confidential Information Excluded from the Confidential Information definition anything that can seen the public any advertising medium channel prior the engagement Agency provide services information that was provided Agency Customer for publication requirement fulfillment the Specifications Limited Warranty and Limitation Damages Customer agrees indemnify and hold Agency harmless with respect any claim loss lawsuit liability judgment suffered Customer that results from the use any material prepared execution service Agency the direction Agency that has been materially changed from the Specifications any advertisers publishers hosts radio and television broadcasts quotes testimonials print journalism other third party entity Agency agrees obtain and maintain force for the length this Agreement Agency expense appropriate liability policy policies having minimum limit InsuranceCoverageAmount naming Customer additional insured and loss payee under such policy policies applicable the event any litigation proceeding suit against Customer any regulatory agency the event court action challenging any advertising marketing service prepared Agency Agency shall assist the preparation defense such action and cooperate with Advertiser Customer acknowledges that Agency not responsible for the results obtained Customer from any creative services advertising programs ideas execution thereof Customer waives any claim for damages direct indirect and agrees that its sole and exclusive remedy for damages either contract tort the return the consideration paid Agency set forth Exhibit attached hereto Right Refusal Agency reserves the right refuse any service services any time that appear violation with its Acceptable Use Policy AUP appears violation with industry standards community standards violation Local State Federal Law Agency will make available Customer its AUP prior the engagement this Agreement Agency reserves the sole right determine what constitutes violation its policies and procedures Warranty Campaign Success Results Agency not responsible for the results obtained from any the services rendered under this Agreement Compliance with the CAN SPAM Act Agency and Customer and all email campaigns related communicates sent behalf the customer the Agency the Agency agents vendors must comply with the CAN SPAM Act Controlling the Assault Non Solicited Pornography and Marketing Act which establishes requirements for those who send commercial email Independent Contractor Agency will retained independent contractor Agency will fully responsible for payment its own income taxes all compensation earned under this Agreement Customer will not withhold pay any income tax social security tax any other payroll taxes Agency behalf Agency understands that will not entitled any fringe benefits that Customer provides for its employees generally any statutory employment benefits including without limitation worker compensation unemployment insurance Resources and Equipment Customer agrees make available Agency for Agency use performing the services required this Agreement all logos graphics photos branding collateral items hardware and software Customer and Agency may agree are reasonably necessary for such purpose General Provisions Entire Agreement This Agreement contains the entire agreement between the parties relating the subject matter hereof and supersedes any and all prior agreements understandings written oral between the parties related the subject matter hereof modification this Agreement shall valid unless made writing and signed both the parties hereto Governing Law This Agreement shall governed and construed accordance with the laws the State State Exclusive jurisdiction and venue shall the County County State Superior Court Binding Effect This Agreement shall binding upon and inure the benefit Customer and Agency and their respective successors and assigns provided that Agency may not assign any its obligations under this Agreement without Customer prior written consent Waiver The waiver either party any breach failure enforce any the terms and conditions this Agreement any time shall not any way affect limit waive such party right thereafter enforce and compel strict compliance with every term and condition this Agreement Good Faith Each party represents and warrants the other that such party has acted good faith and agrees continue act the negotiation execution delivery performance and any termination this Agreement Right Withhold Content and Services the event Customer fails make any the payments set forth Exhibit within the time prescribed Exhibit Agency has the right withhold further content and services performed for behalf Customer until payment full made plus accrued late charges per month Indemnification Customer warrants that everything gives Agency use fulfillment services legally owned licensed Customer Customer agrees indemnify and hold Agency harmless from any and all claims brought any third party relating any aspect the services creative content other content including but without limitation any and all demands liabilities losses costs and claims including attorney fees arising out injury caused Customer products services material supplied Customer copyright infringement and defective products sold via the advertising services Further Customer agrees indemnify Agency from responsibility for problems disruptions caused third party services and contractors that Customer may use such media buyers transportation merchant accounts shopping carts shipping hosting services real time credit card processing and other services that relate the execution the services Agency outlined this Agreement Use Services and Creative Content for Promotional Purposes Customer grants Agency the right use the creative content description services performed results services and campaign data sees fit for promotional purposes Responsibility for Theft Agency has responsibility for any third party taking all any part the content ideas services provided Customer Agency Attorney Fees the event any party this Agreement employs attorney enforce any the terms the Agreement the prevailing party shall entitled recover its actual attorney fees and costs including expert witness fees Term Agreement This agreement shall begin CurrentDate and shall continue full force until terminated either party upon least thirty days prior written notice Both parties represent and warrant that the date first written above they are authorized enter into this Agreement entirety and duly bind their respective principals their signatures below EXECUTED the date first written above CustCompany signator authorized signature signer Job title signator authorized signature signer Date when the contact was signed Company signator authorized signature signer Job title signator authorized signature signer Date when the contact was signed Customer Initials Agency Initials
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