Business Directory

Business Directory Listing Agreement

This Business Directory Listing Agreement ("Agreement") is entered into by and between Directory Provider Name: and Business Name: . Effective Date:

WHEREAS

WHEREAS, Provider operates a commercial business directory used by prospective customers to discover and contact listed businesses; and

WHEREAS, Business desires to engage Provider to publish a directory listing subject to the terms and conditions set forth herein; and

WHEREAS, the parties intend that this Agreement define the scope, fees, confidentiality obligations, and remedies related to the listing.

SCOPE OF LISTING

Provider will publish and maintain a directory entry for Business that includes the following information supplied by Business and accepted by Provider. Provider's obligations are limited to the publication, formatting, and reasonable representation of the supplied content.

Basic listing (name, phone, address) Enhanced listing (includes description and photo) Premium placement (featured position)

PAYMENT TERMS

In consideration for Provider's services, Business shall pay the fees described below. Failure to pay when due constitutes a material breach and entitles Provider to suspend or remove the listing and to pursue collection and damages.

Provider may suspend or remove listings for nonpayment after providing written notice as set forth in the Termination section. Business is responsible for all collection and legal costs incurred by Provider in enforcing payment obligations.

TERM AND TERMINATION

This Agreement commences on Start Date: and continues until End Date: , unless earlier terminated as provided below.

Either party may terminate this Agreement for convenience by providing written notice at least Notice Period: days in advance. Provider may terminate immediately for material breach, including nonpayment, or for violations of Provider's content standards.

Upon termination, Business remains liable for all fees accrued through the effective date of termination and for any unpaid fees owed under the payment schedule.

CONFIDENTIALITY

Each party shall treat as confidential any non-public information disclosed by the other party that is designated as confidential or that reasonably should be understood to be confidential. Confidential information excludes information that (a) is or becomes publicly available without breach, (b) was known to the receiving party prior to disclosure, or (c) is independently developed.

Provider may publish Business's public-facing information (name, address, phone, description and other data expressly provided for publication). Business acknowledges that certain listing content is intended for public dissemination and is not protected by this confidentiality obligation.

INTELLECTUAL PROPERTY AND LICENSE

Business grants Provider a non-exclusive, royalty-free license to reproduce, display, and distribute the listing content, including logos and trademarks provided by Business, solely for the purpose of fulfilling Provider's obligations under this Agreement. Business represents and warrants that it has the right to grant such license and that the content does not infringe third-party rights.

Logo and trademark use authorized:

LIMITATION OF LIABILITY AND INDEMNIFICATION

Except for liability arising from gross negligence or willful misconduct, neither party shall be liable for indirect, incidental, consequential, special, or punitive damages. Each party shall indemnify and hold harmless the other from third-party claims arising from the indemnifying party's breach of its representations, warranties, or obligations under this Agreement.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflicts of law principles.

ENTIRE AGREEMENT

This Agreement, together with any exhibits or order forms signed by the parties, constitutes the entire agreement between the parties with respect to the subject matter herein and supersedes all prior agreements, proposals, and communications. Any amendment must be in writing and executed by authorized representatives of both parties.

NOTICES

Sign Now