Business CRA Letter

BUSINESS CRA LETTER

Client Name:

CRA Name:

Recitals

WHEREAS, Client is engaged in the business of operating and managing commercial activities and requires credit reporting, data compilation and related services in order to assess credit risk, evaluate business partners, and comply with internal credit policies; and

WHEREAS, CRA provides business credit reporting, data aggregation, verification and distribution services to commercial clients and has agreed to furnish such services to Client under the terms set forth in this Business CRA Letter (the Agreement); and

WHEREAS, the parties wish to set forth the scope, compensation, confidentiality obligations and other terms governing CRA's provision of services to Client.

Agreement Date

Effective Date:

Scope of Work

CRA shall provide to Client business credit reports, data feeds, verification services, and related analytics specifically described below. CRA will use commercially reasonable efforts to maintain accuracy and update intervals as specified in the schedule attached to this Agreement. Client may request additional services in writing; such requests shall be subject to separate written agreement or amendment.

Payment Terms

Client shall pay CRA for services as described below. All fees are payable in United States dollars unless otherwise agreed in writing. CRA shall invoice Client in accordance with the payment schedule and Client shall pay undisputed amounts within the period specified below.

All amounts not paid when due shall accrue interest at the lesser of the rate set forth in the preceding field or the maximum rate permitted by applicable law. Client is responsible for all reasonable collection costs, including attorneys' fees, for amounts overdue.

Term and Termination

The term of this Agreement shall commence on the Start Date and continue until the End Date unless earlier terminated as provided herein.

Start Date:    End Date:

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice. Either party may terminate immediately for insolvency, bankruptcy filing, or unauthorized disclosure of Confidential Information.

Upon termination, CRA will cease providing services and Client shall promptly pay all fees and expenses incurred up to the effective date of termination. Each party shall return or destroy Confidential Information of the other as provided in the Confidentiality section.

Confidentiality

"Confidential Information" means business, financial, technical, and other non-public information disclosed by one party to the other in connection with this Agreement, whether disclosed orally, in writing, or by inspection. Confidential Information does not include information that (a) is or becomes publicly available through no breach of this Agreement; (b) was rightfully known to the receiving party prior to disclosure; (c) is independently developed by the receiving party; or (d) is rightfully received from a third party without restriction.

The receiving party shall protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. The receiving party shall not use Confidential Information except to perform its obligations under this Agreement and shall not disclose it to any third party except as necessary to perform the Agreement and subject to written confidentiality obligations at least as protective as those herein.

Notwithstanding the foregoing, CRA may disclose limited client-identifying data to vendors that support CRA's services provided such vendors are bound by confidentiality obligations. Any compelled disclosure by law or regulation shall be limited to the extent reasonably required and the disclosing party shall provide prompt notice to the other party when permissible.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties consent to the exclusive jurisdiction of the state and federal courts located within that State for resolution of disputes arising under this Agreement.

Indemnification and Liability

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims, damages, liabilities and expenses (including reasonable attorneys' fees) arising from the indemnifying party's breach of this Agreement, gross negligence or willful misconduct. In no event shall either party be liable for consequential, incidental, special or punitive damages, and each party's aggregate liability for any claim arising out of this Agreement shall not exceed the fees paid by Client to CRA in the twelve (12) months preceding the claim.

Entire Agreement

This Agreement, including any schedules, exhibits or written amendments signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous

Notices under this Agreement shall be in writing and delivered to the addresses set forth above or such other address as either party may designate by written notice. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties acknowledge that monetary damages may not be an adequate remedy for breach of confidentiality and that injunctive relief may be sought in addition to other remedies.

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