Business Hotlist

BUSINESS HOTLIST AGREEMENT

Parties and Recitals

This Business Hotlist Agreement (the Agreement) is entered into by and between Client Name: and Service Provider Name: .

WHEREAS, Provider maintains and compiles a prioritized list of business entities, accounts, and contacts (the Hotlist) for use in business development, risk management, and restricted engagement screening; and

WHEREAS, Client desires to retain Provider to deliver and update a Business Hotlist under the terms set forth in this Agreement, and Provider is willing to provide such services on the terms and conditions contained herein; and

NOW, THEREFORE, in consideration of the mutual promises and covenants set forth in this Agreement, the parties agree as follows:

Scope of Work

Provider shall deliver and maintain a Business Hotlist for Client consisting of identified entities, primary contacts, risk or priority classifications, and notes regarding the rationale for inclusion. The Hotlist shall be provided in electronic format and updated according to the schedule set forth below. Materials included in the Hotlist shall be limited to information reasonably available to Provider and shall not include personal information beyond business contact details unless expressly authorized by Client.

Business Hotlist Items

Provider shall include up to the number of entries set out below and shall identify each entry with the fields provided. Client may request additions or removals in writing consistent with Section Term and Termination.

If additional entries are required beyond the fields provided, parties will agree in writing to an addendum specifying additional entries and any additional fees.

Payment Terms

In consideration for the services performed by Provider, Client shall pay Provider the fees set forth below. All fees are exclusive of taxes unless otherwise stated, and Client is responsible for all applicable sales and use taxes.

Term and Termination

This Agreement shall commence on Start Date: and shall continue in effect until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon written notice to the other party not less than Notice Period (days): days prior to the intended termination 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 specifying the breach.

Confidentiality

Each party acknowledges that in connection with this Agreement it may receive Confidential Information of the other party. "Confidential Information" means non-public information disclosed in oral, written, visual, or electronic form that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including the Hotlist and any annotations thereof.

Each recipient shall: (a) use Confidential Information solely to perform its obligations under this Agreement and for no other purpose; (b) restrict disclosure of Confidential Information to its employees, agents, or contractors who have a need to know and who are bound to confidentiality obligations at least as protective as those set forth herein; and (c) use at least the same degree of care in protecting Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

The obligations in this Confidentiality section do not apply to information that: (i) is or becomes generally available to the public through no fault of the recipient; (ii) was rightfully in the recipient's possession prior to disclosure; (iii) is obtained by the recipient from a third party who has the right to disclose it; or (iv) is independently developed by the recipient without reliance on the Confidential Information. Notwithstanding the foregoing, recipient may disclose Confidential Information to the extent required by law or regulation, provided recipient gives the disclosing party prompt written notice and cooperates, at disclosing party's expense, in any reasonable efforts to limit disclosure.

Remedies: The parties acknowledge that a breach of this section may cause irreparable harm for which monetary damages would be inadequate, and the non-breaching party shall be entitled to equitable relief, including injunctive relief, in addition to any other remedies available at law or equity.

Indemnification; Limitation of Liability

Indemnification: Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising out of the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement.

Limitation of Liability: EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF THE CONFIDENTIALITY OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, LOSS OF BUSINESS, OR LOSS OF GOODWILL, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY FOR DIRECT DAMAGES UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Governing Law; Entire Agreement

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of State: without regard to conflict of laws rules that would result in the application of the laws of another jurisdiction.

Entire Agreement: This Agreement, including any schedules or addenda executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous oral and written agreements, proposals, and communications. Any amendment or modification to this Agreement must be in writing and signed by duly 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 this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets to which this Agreement relates, provided the assignee assumes all obligations under this Agreement.

Notices: All notices required or permitted under this Agreement shall be in writing and delivered to the addresses provided by the parties in writing. Notice shall be effective upon receipt.

Acknowledgment

Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder, and that the person executing this Agreement on its behalf is duly authorized to bind the party to the terms and conditions of this Agreement.

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