Licensees Directory Template

LICENSEES DIRECTORY AGREEMENT

This LICENSEES DIRECTORY AGREEMENT (the Agreement) is entered into as of by and between Directory Owner: and Directory Manager: (each a Party and together the Parties).

RECITALS

WHEREAS, Directory Owner operates and maintains a directory of licensed professionals and entities for public and restricted use; and

WHEREAS, Directory Manager has expertise in compiling, validating and publishing licensee data and will provide services necessary to prepare and maintain the Licensees Directory in accordance with the terms set forth in this Agreement; and

WHEREAS, the Parties desire to set forth the scope, payment, confidentiality and governance terms under which Directory Manager will create, maintain, and deliver the Licensees Directory.

SCOPE OF WORK

Directory Manager will collect, verify, format and deliver licensee records in the structure described below. Verification procedures will include cross-reference to issuing authorities where applicable, validation of license numbers and expiration dates, and confirmation of permission for public listing where required. Deliverables include an electronic master file in mutually agreed delimiter format and a printable directory extract where requested.

LICENSEE RECORD TEMPLATE

The following fields constitute the standard record for each licensee. Directory Manager will populate each record in accordance with the above scope.

Permit public listing    Permit inclusion in printed directory    Permit inclusion in online directory

The Parties may append additional licensee records in the same format; Directory Manager shall maintain a change log documenting each update, who authorized the change, and the effective date of the change.

PAYMENT TERMS

Invoices not paid within days of invoice date shall accrue a late fee of on the outstanding balance, together with any collection costs and reasonable attorneys' fees incurred by the non-breaching Party.

TERM AND TERMINATION

This Agreement commences on Start Date: and continues through End Date: unless earlier terminated in accordance with this Section.

Either Party may terminate this Agreement for convenience upon written notice of no less than days to the other Party. Either Party may immediately terminate for material breach that remains uncured for fifteen (15) days after written notice specifying the breach.

CONFIDENTIALITY

Each Party shall treat as Confidential Information all non-public information disclosed by the other 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 unpublished licensee contact details and verification records. Confidential Information shall not include information that (a) is or becomes generally available to the public through no fault of the receiving Party; (b) was lawfully in the receiving Party's possession prior to receipt from the disclosing Party; or (c) is required to be disclosed pursuant to a valid court order or applicable law, provided that the receiving Party gives prompt notice of such requirement and cooperates with the disclosing Party to seek protective measures.

Directory Manager shall implement commercially reasonable administrative, technical and physical safeguards to protect Confidential Information and shall limit access to employees and contractors with a legitimate need to perform the Services. Upon termination, Directory Manager shall return or destroy Confidential Information as directed by Directory Owner, except that Directory Manager may retain one archival copy solely for compliance and recordkeeping purposes subject to continued confidentiality obligations.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The Parties submit to the exclusive jurisdiction of the state and federal courts located within that State for any dispute arising under this Agreement.

ENTIRE AGREEMENT; MISCELLANEOUS

This Agreement, including any schedules and appended Licensee Records, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. Any amendment must be in writing and signed by authorized representatives of both Parties. Neither Party may assign this Agreement without the prior written consent of the other, except to an affiliate or in connection with a merger or sale of substantially all of its assets, provided the assignee assumes all obligations hereunder.

The Parties agree to indemnify and hold each other harmless from third-party claims arising from the indemnifying Party's breach of this Agreement, negligence, or willful misconduct, subject to limitations consistent with applicable law.

NOTICES

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