Legal RespOrg Form

LEGAL RESPORG FORM

This Legal RespOrg Form (this "Agreement") is made as of Date: by and between Client Name: with Address: (hereinafter "Customer"), and RespOrg Name: with Address: (hereinafter "RespOrg").

RECITALS

WHEREAS, Customer is the lawful assignee, owner or authorized agent of one or more toll-free telephone numbers and desires to designate RespOrg as the Responsible Organization for the management, routing and provisioning of such toll-free numbers within national toll-free databases;

WHEREAS, RespOrg is duly authorized and qualified to act as a Responsible Organization and maintains the credentials, facilities and regulatory registrations necessary to perform RespOrg functions; and

WHEREAS, the parties desire to set forth the terms and conditions under which RespOrg will act on behalf of Customer with respect to the designated toll-free numbers identified below.

NOW THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below: "Numbers" means the toll-free telephone numbers listed in the Designated Numbers field below; "Responsible Organization" or "RespOrg" means the entity authorized to make database entries and effect routing and transfer of Numbers in national toll-free administration systems.

2. APPOINTMENT; SCOPE OF AUTHORITY

Customer hereby irrevocably appoints and authorizes RespOrg to act as Customer's Responsible Organization with respect to the Numbers, and grants RespOrg full authority to submit, execute and complete any and all transactions, database entries, transfers, routing changes, queries and other operational actions necessary in RespOrg's reasonable discretion to manage the Numbers. Such authority includes, without limitation, the authority to: (a) effect administrative updates and routing instructions; (b) submit and respond to transfer and change requests; and (c) execute certifications and authorizations required by toll-free database administrators and industry rules.

3. RESPORG DUTIES

RespOrg shall: (a) perform RespOrg functions in good faith, in accordance with applicable industry standards and the rules of national toll-free administrators; (b) use commercially reasonable efforts to effect requested changes in a timely manner; (c) maintain records of transactions affecting the Numbers and provide status reports to Customer upon request; and (d) notify Customer promptly of any regulatory or administrative actions that materially affect Customer's use of the Numbers.

4. CUSTOMER REPRESENTATIONS AND WARRANTIES

Customer represents and warrants that: (a) Customer has the full legal right, power and authority to enter into this Agreement and to authorize RespOrg to act as Responsible Organization for the Numbers; (b) the Numbers are not subject to any lien, encumbrance or third-party claim that would prevent their transfer or management by RespOrg; and (c) all information provided to RespOrg is complete and accurate. Customer agrees to promptly notify RespOrg in writing of any change in ownership or authority affecting the Numbers.

5. FEES AND PAYMENT

Customer agrees to pay RespOrg fees for RespOrg's services as invoiced by RespOrg. Unless otherwise agreed in writing, payments are due within thirty (30) days of invoice. Customer shall be responsible for any administrative, transfer or regulatory fees assessed by third-party database administrators in relation to the Numbers.

6. TERM; TERMINATION

This Agreement shall commence on the Effective Date and shall continue until terminated by either party upon thirty (30) days' prior written notice to the other party. Notwithstanding the foregoing, either party may terminate immediately for material breach by the other party that remains uncured after ten (10) days' written notice. Termination shall not relieve Customer of its obligation to pay fees accrued prior to termination. The provisions concerning confidentiality, indemnification and liability shall survive termination.

7. CONFIDENTIALITY

Each party agrees to maintain as confidential all non-public business, technical and financial information disclosed by the other party in connection with this Agreement. Confidential information shall not include information that is or becomes publicly known through no fault of the receiving party, or is rightfully received from a third party without restriction. Confidentiality obligations shall survive termination for a period of three (3) years.

8. INDEMNIFICATION; LIMITATION OF LIABILITY

Customer shall indemnify, defend and hold harmless RespOrg and its affiliates and their respective officers, directors and employees from and against any and all claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of Customer's use of the Numbers, any breach of Customer's representations or warranties, or any violation of law by Customer. EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS OR A PARTY'S WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, AND LIABILITY SHALL BE LIMITED TO DIRECT DAMAGES NOT TO EXCEED THE AMOUNTS PAID BY CUSTOMER TO RESPORG UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.

9. NOTICES

All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and delivered to the parties at their respective addresses set forth below (or to such other address as a party may designate by notice in accordance with this Section). Notice shall be deemed given upon personal delivery, two (2) business days after deposit with a nationally recognized overnight carrier, or three (3) business days after deposit in the U.S. mail, postage prepaid.

10. GOVERNING LAW; VENUE

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 jurisdiction for resolution of disputes arising under this Agreement.

11. MISCELLANEOUS

Entire Agreement: This Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. Amendments and Waiver: No amendment or waiver shall be effective unless in writing signed by both parties. Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Counterparts: This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.

12. CERTIFICATION OF AUTHORITY

Each signatory below certifies that he or she is duly authorized to execute this Agreement on behalf of the party for whom he or she signs and that upon execution this Agreement constitutes a valid and binding obligation of such party enforceable in accordance with its terms.

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