Business Blacklist

BUSINESS BLACKLIST

This Business Blacklist Agreement (the Agreement) is entered into between Company Name: and Business Name: . Effective Date:

WHEREAS

WHEREAS, Company Name represents that it maintains a registry of businesses that have engaged in materially wrongful conduct impacting commerce or contractual performance, and desires a formal mechanism to identify and record such businesses for internal and authorized third-party use;

WHEREAS, Business Name acknowledges that inclusion on the registry may affect its ability to contract with Company Name and may trigger notice and appeal procedures set forth herein;

WHEREAS, the parties wish to set forth the criteria, process, term, confidentiality and remedies associated with the placement, maintenance and removal of entries to the Business Blacklist;

SCOPE OF WORK

The Scope of Work describes the activities Company Name will undertake in connection with assessing, listing, monitoring, and managing entries on the Business Blacklist. Use the field below to specify tasks, investigative standards, reporting cadence, and responsibilities.

BLACKLIST CRITERIA AND PROCESS

Company Name may place Business Name on the Business Blacklist upon a written determination that one or more of the following criteria are satisfied. A preponderance of evidence standard applies unless otherwise noted.

Non-payment or willful refusal to satisfy undisputed obligations

Fraud, material misrepresentation, or intentional misconduct

Material breach of contract or repeated breaches of contractual duties

Repeated failure to perform services to acceptable commercial standards

Other (describe)

Appeal Period (days):    Delisting Procedure Summary:

PAYMENT TERMS

If any fee is applicable for listing, monitoring, or appeal processing, the parties agree to the following payment terms.

TERM AND TERMINATION

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

Either party may terminate this Agreement for cause upon written notice specifying the grounds for termination. For convenience termination, the terminating party shall provide Notice Period (days):

CONFIDENTIALITY

Each party shall maintain as confidential all non-public information received in connection with the Blacklist and this Agreement, including investigation records, internal assessments, and communications, and shall not disclose such information except to affiliates, counsel, auditors, or as required by law. Confidential information shall not include information that is or becomes publicly available through no fault of the receiving party.

Notwithstanding the foregoing, Company Name may share blacklist entries and related information with authorized third parties where disclosure is reasonably necessary for risk mitigation, compliance, or lawful reporting.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of: without regard to conflict of laws principles.

ENTIRE AGREEMENT

This Agreement, including any exhibits or schedules expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, representations and understandings, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

REMEDIES; LIMITATION OF LIABILITY

The parties acknowledge that violations of this Agreement may cause irreparable harm. In addition to any other remedies available at law or in equity, the non-breaching party may seek injunctive relief. Except for willful misconduct or gross negligence, neither party shall be liable for incidental, special, consequential or punitive damages.

CERTIFICATION

The undersigned representatives certify that they are authorized to bind their respective parties and that the information provided herein is true and correct to the best of their knowledge. The Business Name acknowledges receipt of notice regarding the potential consequences of listing and the appeal procedures described above.

I certify that I have read and understand this Agreement:

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