Business List Document

Business List Document

This Business List Document (the Agreement) is made effective as of by and between (Client) and (Provider). The Client and Provider are each a party and collectively the Parties.

RECITALS

WHEREAS, Provider maintains, compiles, or has access to a list of businesses and related data (the Business List) that is valuable to Client for marketing, acquisition, or analytical purposes; and

WHEREAS, Client desires to obtain the Business List from Provider, and Provider is willing to provide the Business List under the terms and conditions set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the Parties agree as follows:

SCOPE OF WORK

Provider shall deliver the Business List in the specified format and with the fields described above. Delivery shall include an itemized listing embedded below and any electronic files agreed in the Description of Deliverables. Client will review the delivered materials within days for conformity with the acceptance criteria. If the Business List materially fails to meet the agreed format or completeness, Provider will cure within a commercially reasonable period at Provider's expense.

ITEMIZED BUSINESS LIST

The following entries constitute the Business List delivered under this Agreement. If additional entries are attached or delivered electronically, they are incorporated herein by reference as part of the Business List.

PAYMENT TERMS

Total Compensation: Client shall pay Provider a total fee of USD for the Business List and associated deliverables described above.

Payments are due within days of invoice. Late payments shall incur interest at a rate of % per month on the unpaid balance, or the maximum permitted by law, whichever is lower.

TERM AND TERMINATION

Term: 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 convenience upon providing days' prior written notice to the other Party. Either Party may terminate immediately for material breach if the non-breaching Party provides written notice and the breach remains uncured after a commercially reasonable cure period not to exceed 30 days.

Effect of Termination: Upon termination, Client shall pay Provider for all deliverables accepted and for reasonable costs incurred up to the effective date of termination. Provider will promptly return or destroy Client Confidential Information in Provider's possession in accordance with the Confidentiality section.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public information disclosed by one Party (Disclosing Party) to the other Party (Receiving Party) 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 Business List, contact data, pricing, and business strategies.

Obligations: Receiving Party shall (a) hold Confidential Information in strict confidence, (b) not disclose it to third parties except to its employees, agents, or subcontractors who have a need to know and are bound by confidentiality obligations at least as protective as those herein, and (c) not use Confidential Information except to exercise rights or perform obligations under this Agreement.

Exceptions: Confidential Information does not include information that (i) is or becomes generally known to the public without breach of this Agreement; (ii) was known to Receiving Party prior to disclosure as evidenced by written records; (iii) is lawfully received from a third party without restriction; or (iv) is independently developed without reference to Confidential Information.

Remedies: The Parties acknowledge that breach of this confidentiality provision may cause irreparable harm for which monetary damages are insufficient; accordingly, injunctive relief shall be an available remedy in addition to any other remedies at law or equity.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state of , without regard to its conflict of laws principles. Any disputes arising under this Agreement shall be resolved in the state and federal courts located within that state, subject to the Parties' rights to seek equitable relief.

ENTIRE AGREEMENT

This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, or representations, whether written or oral. No amendment or waiver shall be effective except in a writing signed by both Parties.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect and the invalid or unenforceable provision shall be replaced by a valid provision that most closely reflects the Parties' original intent.

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