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AGREEMENT TO PROVIDE E-MAIL MARKETING SERVICES
THIS AGREEMENT, dated __________, is made
BETWEEN Your Special Company, Inc., whose address is: 1234 Main Street, Any Town, NY 12345.
AND Geoffrey Drew Marketing, Inc. a/k/a GDM™ whose address is: 740 West End Avenue Suite 1, New York, NY 11756 USA.
1. General Description of Service
It is the mutual intention of the parties to this Agreement that Geoffrey Drew Marketing, Inc. is to design, develop and execute an “Effortless E-Mail Marketing Program” for Your Special Company, Inc. to help market the product(s) and/or service(s) or disseminate information as a [Your Special Company, Inc.’s Primary Field or Fields of Endeavor] by using text(s), photo(s) and/or other materials supplied by Your Special Company, Inc. in digital format as specified in Section 4 below and adapting such elements to either E-Mail templates available in the “Gallery of Template Designs” on the web site of Geoffrey Drew Marketing, Inc. or to custom designed E-Mail forms designed expressly for Your Special Company, Inc. for distribution by Geoffrey Drew Marketing, Inc. at times specified by Your Special Company, Inc. through the e-mailing capabilities of Geoffrey Drew Marketing, Inc. to the Your Special Company, Inc. list(s) of clients, subscribers or members to be provided in specified digital format to Geoffrey Drew Marketing, Inc.
2. Design Overview/Editing and Maintenance Plan
The “Effortless E-Mail Marketing Program” is to be comprised of E-Mail pieces dealing with and including materials supplied by Your Special Company, Inc. It is understood that, as the effectiveness of the “Effortless E-Mail Marketing Program” and market conditions in general evolve, changes, additions and deletions to the E-Mail pieces may be desired. Such changes, additions and deletions to the E-Mail pieces or creation of new ones will be accomplished by Geoffrey Drew Marketing, Inc. at the direction of Your Special Company, Inc. according to the rates established in Appendix “A” below.
3. General Content and Purpose of “Effortless E-Mail Marketing Program”
The content of the “Effortless E-Mail Marketing Program” is to be a compilation of materials provided by Your Special Company, Inc., Geoffrey Drew Marketing, Inc. and/or by third party sub-contractors engaged by Geoffrey Drew Marketing, Inc. for the purpose of providing special features for use in the “Effortless E-Mail Marketing Program”. The basic form of the “Effortless E-Mail Marketing Program” is to be of a simple nature involving text, photographs, graphics and a navigational system consisting of hyperlinks familiar to regular users of the Internet to bring recipients of the E-Mail pieces to the web site of Your Special Company, Inc. or to otherwise reach out to Your Special Company, Inc. with a phone call, e-mail letter or in person visits towards the purchase of products or services, attendance at events et al.
4. Work Schedule and Payment
Your Special Company, Inc. may, at its sole discretion, choose to use an E-Mail marketing template from those available in the “Gallery of Template Designs” as displayed on the Geoffrey Drew Marketing, Inc. web site or it may request that a custom E-Mail marketing format be developed by Geoffrey Drew Marketing, Inc. expressly for its “Effortless E-Mail Marketing Program”. Depending on the E-Mail template selected or the design requirements of the custom E-Mail format ordered, Your Special Company, Inc. is to provide the necessary photographs, text blurbs, illustrations, graphics, or other elements as well as a detailed plan for how the various text blurbs are to be emphasized or enhanced, such as which words or phrases are to be: Bolded; Underlined; Italicized; rendered in a particular color; or otherwise equipped with a Hyperlink; etc. so that Geoffrey Drew Marketing, Inc. designers will be able to adapt these elements to the template(s) or to the custom designed E-Mail format. Special features such as non-static graphics, graphs, spreadsheets and sound effects will be charged at rates agreed upon before execution of such elements.
Digital Format and Anticipated Completion of “Effortless E-Mail Marketing Program”
Your Special Company, Inc. agrees to provide content to be included in its “Effortless E-Mail Marketing Program” in digital format where ever possible. The timely completion of the “Effortless E-Mail Marketing Program” will depend to a great extent on the how soon in the process the material to be provided by Your Special Company, Inc. are actually received by Geoffrey Drew Marketing, Inc., the format in which such materials are presented; i.e. digital or non-digital, and on unanticipated changes, substitutions, corrections, replacements, updates or any other requirements or concerns of Your Special Company, Inc. that may lead to or otherwise result in delays.
It is anticipated that the “Effortless E-Mail Marketing Program” for Your Special Company, Inc. will be ready to launch; i.e. the first E-Mails will be ready to distribute, within ten (10) business days after receipt of the material in usable condition from Your Special Company, Inc. Additional work required to prepare the “Effortless E-Mail Marketing Program”, such as converting hard copy illustrations or photographs to digital format, converting non-digital mailing list data into digital format and entering it in E-Mailing programs or creating a custom E-Mail format may delay the projected launch date. Work to accomplish those tasks will be charged to Your Special Company, Inc. according to the rates listed on Appendix “A”.
Repairs of Errors and Omissions
The Your Special Company, Inc. “Effortless E-Mail Marketing Program” will be launched only with the approval of Your Special Company, Inc. after it has reviewed the completed E-Mail piece and “signed off” on it. Errors, omissions and non-functioning elements such as non-working hyperlinks will be perfected at no charge. After the design has been “signed off” by Your Special Company, Inc., changes to the design may be requested by Your Special Company, Inc. and will be executed by Geoffrey Drew Marketing, Inc. with all possible dispatch. Such changes will be subject to hourly rate charges as listed on Appendix “A”.
Retainer and Invoices
Fees are due and payable upon presentation of invoice to Your Special Company, Inc.
Your Special Company, Inc. has a 30 day grace period; beginning on the invoice date, to pay any remaining balance in full before an Account Management Fee (finance charge) is imposed at a rate of 18% per annum computed daily or $20.00 per 30 day period, whichever is greater. An initial retainer of $250.00 or the submission of an authorization to make charges against a major credit card is required before commencement of work on the “Effortless E-Mail Marketing Program”.
Hourly Rate for Special Services
Your Special Company, Inc. agrees to pay Geoffrey Drew Marketing, Inc. at the rate of $100.00 per hour for services outside of the normal services dealing with the “Effortless E-Mail Marketing Program”; i.e. writing of text blurbs, research, art element searches, logo development, advertising layout and placement, public relations projects, emergency image protection services, etc.
Costs and Expenses
Your Special Company, Inc. will be responsible to pay for all costs and expenses such as: Travel expenses, Service Fees, Messenger Services, Art charges, Logo Development Charges, prototypes, tooling, photocopying charges, telephone calls, postage and any other reasonable expenses related to the development of its “Effortless E-Mail Marketing Program” and authorized by Your Special Company, Inc. by e-mail or other means.
5. Right to Use Material
Your Special Company, Inc. agrees to grant to Geoffrey Drew Marketing, Inc. a non-exclusive, royalty-free, worldwide, perpetual license, with the right to sublicense, to reproduce, distribute, transmit, create derivative works of, publicly display and publicly perform any Client Content and other materials (including, without limitation, ideas contained therein for new or improved products and services) Your Special Company, Inc. includes in the “Effortless E-Mail Marketing Program” by all means and in any media now known or hereafter developed. Your Special Company, Inc. also grants to Geoffrey Drew Marketing, Inc. the right to use the name of Your Special Company, Inc. in connection with client content in its “Effortless E-Mail Marketing Program” and in the and other materials as well as in connection with all advertising, marketing and promotional material related thereto. Your Special Company, Inc. agrees that Your Special Company, Inc. shall have no recourse against Geoffrey Drew Marketing, Inc. for any alleged or actual infringement or misappropriation of any proprietary right in Your Special Company, Inc. content. Your Special Company, Inc. also agrees to be responsible for obtaining and paying for any necessary licenses to use third-party materials for Client Content.
Geoffrey Drew Marketing, Inc. hereby grants Your Special Company, Inc. a non-exclusive license to use, edit and display any Content provided by Geoffrey Drew Marketing, Inc. in connection with the “Effortless E-Mail Marketing Program” as provided by the terms of this Agreement.
6. Responsibility for Web Site Content
Your Special Company, Inc. agrees that Your Special Company, Inc. is solely responsible for the “Effortless E-Mail Marketing Program” Content, including both Geoffrey Drew Marketing, Inc. provided Content and Content provided by Your Special Company, Inc., after it has been published by Your Special Company, Inc.’s acceptance of the terms of this agreement. Geoffrey Drew Marketing, Inc. does not assume any responsibility for the “Effortless E-Mail Marketing Program” Content. This means that Your Special Company, Inc. is fully responsible should the “Effortless E-Mail Marketing Program” Content be subject to any claim by any party or that the “Effortless E-Mail Marketing Program” Content violates any law. Your Special Company, Inc. IS RESPONSIBLE FOR THE “EFFORTLESS E-MAIL MARKETING PROGRAM” CONTENT EVEN THOUGH SOME OR ALL OF SUCH CONTENT MAY HAVE BEEN PROVIDED BY GEOFFREY DREW MARKETING, INC. OR ANOTHER INFORMATION PROVIDER OR PROVIDERS. Your Special Company, Inc. agrees that Client has read and reviewed all of the “Effortless E-Mail Marketing Program” Content regardless of source, and intends to have this material distributed in its “Effortless E-Mail Marketing Program”.
7. “Effortless E-Mail Marketing Program” Content; Limited Warranty
The accuracy, completeness, or timeliness of the information included in the “Effortless E-Mail Marketing Program” Content is not guaranteed by Geoffrey Drew Marketing, Inc. There may be delays, omissions or inaccuracies in the “Effortless E-Mail Marketing Program” Content. Your Special Company, Inc. agrees that Geoffrey Drew Marketing, Inc. shall not have any liability, contingent or otherwise, for the accuracy, completeness, or timeliness of the information in the “Effortless E-Mail Marketing Program” Content, or for any decision made or action taken by any user in reliance upon the “Effortless E-Mail Marketing Program” Content. To the extent permitted by law, THERE IS NO WARRANTY OF MERCHANTABILITY, NO WARRANTY OF FITNESS FOR A PARTICULAR USE AND NO WARRANTY OF NONINFRINGEMENT. THERE IS NO OTHER WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, REGARDING THE “EFFORTLESS E-MAIL MARKETING PROGRAM” CONTENT.
8. No Legal Advice
Your Special Company, Inc. acknowledges that none of the services and/or information provided by Geoffrey Drew Marketing, Inc. is intended as legal advice.
9. Description of Service
Your Special Company, Inc. agrees to defend, indemnify, and hold harmless Geoffrey Drew Marketing, Inc. from and against any and all claims, losses, liability costs and expenses (including but not limited to attorneys' fees) arising from Your Special Company, Inc.’s violation of this Agreement or arising from any claim by any third party, including a claim that Your Special Company, Inc. has violated any state, federal, foreign, or international laws or regulations, or any third party's rights, including but not limited to false advertising, infringement of any copyright, trademark, trade secret, or patent, violation of any proprietary right and invasion of any privacy rights. This obligation will survive the termination of this Agreement.
10. Agency
The parties are separate and independent legal entities. Nothing contained in this Agreement shall be deemed to constitute Your Special Company, Inc., Geoffrey Drew Marketing, Inc., or an agent, representative, partner, joint venture or employee of the other party or parties for any purpose. None of the parties has the authority to bind the other(s) or to incur any liability on behalf of the other(s), nor to direct the employees of the other(s). No employment relationship is created by this Agreement.
11. Modifications/Termination
Modification to this Agreement may be made with the mutual acceptance of both parties to the Agreement by setting those modifications in written form and signed by both parties in acceptance of that modification.
This Agreement will be terminated by either party prior to completion in terms of the distribution of E-Mail authorized by Your Special Company, Inc. in connection with the “Effortless E-Mail Marketing Program” developed for it by Geoffrey Drew Marketing, Inc. with one (1) week’s written notice delivered to the other party by e-mail or other written means.
12. Arbitration
The parties agree to submit any dispute arising out of or in connection with this Agreement to binding arbitration in New York State before the American Arbitration Association pursuant to the provisions of this Section 12, and, to the extent not inconsistent with this Section 12, the rules of the American Arbitration Association. The parties agree that such arbitration will be in lieu of either party's rights to assert any claim, demand or suit in any court action, (provided that either party may elect either binding arbitration or a court action with respect to obtaining injunctive relief to terminate the violation by the other party of such party's proprietary rights, including without limitation any trade secrets, copyrights or trademarks). Any arbitration shall be final and binding and the arbitrator's order will be enforceable in any court of competent jurisdiction.
13. Governing Law; Venue
The validity, construction, and performance of this Agreement shall be governed by the laws of the State of New York, and all claims and/or lawsuits in connection with this Agreement must be brought in Nassau County, New York.
14. Severability
If any provision of this Agreement shall be held by a court of competent jurisdiction to be contrary to any law, the remaining provisions shall remain in full force and effect as if said provision never existed.
15. Description of Service
If Your Special Company, Inc. is yet to launch its own or a new or a revised web site with the anticipation of having Geoffrey Drew Marketing, Inc. develop an “Effortless E-Mail Marketing Program” to attract its clients, customers, patients, members etc to it, it is suggested by Geoffrey Drew Marketing, Inc. that such registration services be done with and through the services of VeriSign (http://registrar.verisign-grs.com/whois/) and web hosting services be done with and through the services of WestHost (www.westhost.com). In any case, all work connected with such domain name registration and hosting are to be arranged and paid for by Your Special Company, Inc.
Please Note that Geoffrey Drew Marketing, Inc. is familiar with these organizations and strongly recommends that their services be engaged rather than those offered by other companies. Use of other than WestHost as a host server may involve a surcharge per Appendix “A” should Geoffrey Drew Marketing, Inc. be required to interface with other such organizations.
18. Assignment
Your Special Company, Inc. may not sell, transfer, sublicense, hypothecate or assign Your Special Company, Inc.’s rights and duties under this Agreement without the written consent of Geoffrey Drew Marketing, Inc. None of Your Special Company, Inc. rights hereunder shall devolve by operation of law or otherwise upon any receiver, liquidator, trustee, or other party. This Agreement shall inure to the benefit of Geoffrey Drew Marketing, Inc., its successors and assigns.
19. Authority
Your Special Company, Inc. represents that Your Special Company, Inc. has the corporate or other legal authority to enter into this agreement and to engage in E-Mail distribution as provided in an “Effortless E-Mail Marketing Program”.
The parties below have read this document. They fully understand its contents and agree to same.
X ___________________________________ Date: _____________________
For Your Special Company, Inc.: _________________, President
X ___________________________________ Date: _____________________
For Geoffrey Drew Marketing, Inc.: ____________________, President
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