Address LOEX Form

ADDRESS LOEX FORM

This Address LOEX Form (the "Agreement") is entered into by and between:

Client Name:

Provider Name:

LOEX Reference Number:     Effective Date:

RECITALS

WHEREAS, Client maintains certain address records and seeks standardized validation, correction, exchange, or enrichment of such address data through a LOEX process; and

WHEREAS, Provider represents that it has the capability to perform address verification, normalization, and exchange services in accordance with the terms set forth in this Agreement; and

WHEREAS, the parties desire to set forth their respective obligations, payment terms, confidentiality protections and the terms for termination of services.

SCOPE OF WORK

Provider shall perform address LOEX services which may include but are not limited to validation, standardization, deduplication, correction, enrichment, and secure exchange of address records. Provider shall deliver the services and any associated deliverables in accordance with the specifications below.

PAYMENT TERMS

In consideration for the performance of the services described above, Client shall pay Provider in accordance with the following terms.

Provider will invoice Client in writing. Unless otherwise agreed in writing, undisputed invoices are payable within days of invoice date.

TERM AND TERMINATION

This Agreement shall commence on the Start Date and continue until the End Date, unless earlier terminated in accordance with this section.

Start Date:     End Date:

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. A materially breaching party may be terminated immediately if the breach is not cured within days after written notice specifying the nature of the breach.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means all non-public information disclosed by one party to the other in relation to the LOEX services including, without limitation, address data, signature files, algorithms, trade secrets, business processes, and pricing. Confidential Information does not include information that: (a) is or becomes generally available to the public through no fault of the receiving party; (b) was rightfully known to the receiving party without restriction prior to disclosure; (c) is rightfully received by the receiving party from a third party without restriction; or (d) is independently developed by the receiving party without use of Confidential Information.

The receiving party shall (i) protect Confidential Information with the same degree of care it uses to protect its own confidential information but not less than reasonable care; (ii) use Confidential Information solely in connection with the performance of this Agreement; and (iii) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein. These obligations survive termination of this Agreement for a period of three (3) years, except for address data and trade secrets which shall be protected for as long as they remain confidential.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to choice-of-law principles. The parties hereby submit to the exclusive jurisdiction of the courts located in that state for resolution of disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, including any attachments, exhibits and statements of work executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether oral or written. No modification of this Agreement will be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger, acquisition or sale of substantially all of its assets. Notices under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party may designate in writing.

Sign Now