IDX Property Guide

IDX Property Guide Agreement

This Agreement is made effective as of Effective Date: by and between Client Name: ("Client") and Provider Name: ("Provider").

WHEREAS

WHEREAS, Provider is engaged in the business of producing, compiling and maintaining property guides, marketing collateral and IDX-enabled listing presentations that aggregate property data and consumer-facing guidance; and

WHEREAS, Client desires to engage Provider to prepare an IDX Property Guide and related materials for listed properties subject to the terms and conditions set forth in this Agreement; and

WHEREAS, the parties wish to set forth their respective rights and obligations with respect to the creation, delivery, hosting and permitted use of the IDX Property Guide.

SCOPE OF WORK

Provider shall perform the services described below and deliverables shall conform to the specifications agreed by the parties. Specific tasks, deliverables, timelines and data sources must be described in the field below.

PAYMENT TERMS

Client shall pay Provider the fees described below in consideration for the services and deliverables. All amounts are stated in U.S. dollars unless otherwise indicated.

Any amounts not paid when due shall accrue interest at the rate of % per month (or the maximum permitted by law, if lower), together with reasonable collection costs and attorneys' fees.

TERM AND TERMINATION

The term of this Agreement shall commence on Start Date: and shall continue 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 days prior to the effective date of termination. Either party may terminate for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by either party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information. Confidential Information includes, without limitation, pricing, business plans, consumer contact information, listing data feeds provided by MLS or third parties, and technical processes used to assemble the IDX Property Guide.

Each party shall: (a) hold the other party's Confidential Information in strict confidence; (b) use the Confidential Information solely to perform its obligations under this Agreement; and (c) 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 at least as protective as those set forth herein. The obligations set forth in this Section shall survive termination of this Agreement for a period of three (3) years, except that trade secrets shall be protected for as long as such information remains a trade secret under applicable law.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Provider retains all right, title and interest in and to any methodologies, software, templates, and proprietary processes used or developed by Provider in connection with the IDX Property Guide ("Provider IP"). Client is granted a non-exclusive, non-transferable license to use the final delivered guide and associated materials solely for Client's internal marketing and listing activities, subject to Provider's obligations and any third-party rights or restrictions arising from MLS or IDX rules.

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 any dispute arising out of or relating to this Agreement.

ENTIRE AGREEMENT

This Agreement, together with any exhibits or attachments executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. Any modification to this Agreement must be in writing and signed by authorized representatives of both parties.

NOTICES

Notices under this Agreement shall be in writing and delivered to the addresses provided above or to such other address as either party may designate in writing in accordance with this Section.

MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Provider may assign to an affiliate or in connection with a merger, sale of substantially all assets, or similar business transaction.

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