Business Lista Document

Business Lista Document

Parties and Effective Date

This Business Lista Document (the "Agreement") is entered into as of by and between:

Recitals

WHEREAS, Party A provides specialized business listing, categorization, and associated administrative services designed to assemble and maintain lists of commercial contacts, offerings, and descriptive metadata (the "Services"); and

WHEREAS, Party B desires to engage Party A to compile, organize and maintain a business lista for Party B pursuant to the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend that this Agreement set forth the full scope of deliverables, payment, confidentiality protections, and allocation of rights and remedies between them.

Scope of Work

Deliverables shall include but are not limited to: compilation of listings, data validation, categorization tags, and a final lista export in mutually agreed format. Acceptance shall be based on the acceptance criteria set forth in the Services and Deliverables field above, provided Party B notifies Party A of any nonconformity within days of delivery.

Payment Terms

Late payments shall accrue interest at a rate of on the outstanding balance, calculated monthly and compounded monthly, plus any reasonable collection costs and attorneys' fees incurred by the non-breaching party.

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 material breach by the other party if the breaching party fails to cure such breach within thirty (30) days of receipt of written notice specifying the breach. Termination for insolvency, bankruptcy, or cessation of business operations shall be effective immediately upon written notice by the non-affected party.

Confidentiality

Each party acknowledges that in performing under this Agreement it may receive Confidential Information from the other party. "Confidential Information" means all non-public, proprietary or business information disclosed in tangible or intangible form, including but not limited to customer lists, pricing, business plans, trade secrets, and technical data.

The receiving party shall: (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but no less than a reasonable standard of care; (b) not disclose Confidential Information to any third party except to employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those herein; and (c) use Confidential Information solely to perform its obligations under this Agreement. Confidential Information does not include information that: (i) is or becomes publicly known through no breach of this Agreement; (ii) is rightfully received from a third party without restriction; or (iii) is independently developed without use of the other party's Confidential Information.

Intellectual Property and Rights

Unless otherwise agreed in writing, Party A retains all right, title and interest in and to pre-existing intellectual property and methodologies used to perform the Services. Subject to full payment of all fees due under this Agreement, Party A grants Party B a non-exclusive, non-transferable license to use the final lista deliverables for Party B's internal business purposes. Any customizing, derivative works or new data structures created specifically for Party B will be owned by unless otherwise agreed in a separate written instrument.

Limitation of Liability

Except for liability arising from gross negligence, willful misconduct, or breach of the confidentiality or intellectual property provisions, neither party shall be liable for special, incidental, consequential, punitive or indirect damages, including lost profits. The aggregate liability of either party for any claim arising out of or related to this Agreement shall not exceed the total fees actually paid to Party A under this Agreement during the twelve (12) month period preceding the claim.

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. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for purposes of resolving disputes arising out of this Agreement.

Entire Agreement and Amendment

This Agreement, including any exhibits, schedules, and attachments explicitly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous oral or written agreements. No amendment, modification or waiver shall be effective unless in writing and signed by authorized representatives of both parties.

Representations; Authority

Each party represents and warrants that it has the full power and authority to enter into this Agreement, and that its performance will not violate any other agreement to which it is a party. The individuals executing this Agreement on behalf of a party represent and warrant that they are duly authorized to bind that party.

Notices

Miscellaneous

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties are independent contractors and nothing contained in this Agreement shall be construed to create a partnership, joint venture, employment, or agency relationship.

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