Mailing List Records

MAILING LIST RECORDS AGREEMENT

This Mailing List Records Agreement (the "Agreement") is entered into as of by and between Provider Name: ("Provider") and Client Name: ("Client").

WHEREAS

WHEREAS, Provider maintains, compiles and controls one or more mailing list records containing contact and business data, and offers such mailing list records to third parties under contractual terms;

WHEREAS, Client desires to procure certain mailing list records for the specific purposes and scope set forth in this Agreement and Provider is willing to provide access to and deliver such records subject to the terms below;

WHEREAS, the parties wish to set forth their respective rights and obligations with respect to the ownership, use, confidentiality and payment for the mailing list records.

SCOPE OF WORK

Provider shall deliver or grant access to the mailing list records described below and, as applicable, perform any list hygiene, formatting, deduplication or delivery services expressly agreed by the parties. Provider's obligations are limited to those tasks expressly set forth in this section and in any list inventory appended hereto.

MAILING LIST INVENTORY

The parties acknowledge the initial inventory of mailing lists to be provided under this Agreement. The inventory below identifies each list, the approximate record count, and agreed unit price. Provider represents that counts are approximate and final counts for billing shall be stated on delivery documentation.

PAYMENT TERMS

Client shall pay Provider the fees set forth for the mailing list records and services. Fees are exclusive of taxes unless otherwise stated. Provider will invoice Client upon delivery or access to each list and Client shall pay in accordance with the schedule below.

Late payments shall incur interest at per month on the outstanding balance, or the maximum lawful rate if lower. Client is responsible for all reasonable collection costs, including attorneys' fees, if payment is not made when due.

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 material breach by the other party if the breach remains uncured for a period of days after written notice. Either party may terminate for convenience upon providing days' written notice to the other party. Termination shall not relieve Client of its obligation to pay for services and records provided prior to termination.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by either party in connection with this Agreement including, without limitation, mailing list content, pricing, customer data, and delivery specifications. Each party shall: (a) use Confidential Information solely for the purposes of performing its obligations under this Agreement; (b) restrict disclosure to employees, contractors or agents who have a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) protect such information with at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care.

Confidential Information shall not include information that: (i) is or becomes generally available to the public other than through a breach of this Agreement; (ii) was lawfully in the receiving party's possession prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed without use of the disclosing party's Confidential Information. Upon termination or at the disclosing party's request, the receiving party shall return or destroy Confidential Information and certify such destruction in writing.

DATA OWNERSHIP, USE AND COMPLIANCE

Ownership of the raw mailing list records shall remain with unless otherwise expressly assigned in writing. Provider warrants that, to the best of its knowledge, it has the right to provide the records and that delivery and Client's intended use as disclosed to Provider does not infringe third-party rights.

Client shall not use the mailing list records for purposes prohibited by applicable data protection, consumer protection or anti-spam laws, and shall implement reasonable technical and organizational measures to protect personal data. Client will not resell, sublicense, distribute or otherwise transfer the records except as expressly permitted by Provider in writing.

Yes    No

REPRESENTATIONS, WARRANTIES, AND INDEMNIFICATION

Provider represents and warrants that it has taken commercially reasonable steps to verify the accuracy of the records and to remove duplicates to the extent described in the Scope of Work. Provider makes no other warranties, express or implied, including merchantability or fitness for a particular purpose, except as explicitly stated herein.

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims, liabilities, losses or expenses (including reasonable attorneys' fees) arising from its breach of this Agreement, negligent acts or willful misconduct in connection with the mailing list records or services provided hereunder.

GOVERNING LAW

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

ENTIRE AGREEMENT

This Agreement, including any attachments and the Scope of Work, constitutes the entire understanding between the parties with respect to its subject matter and supersedes all prior agreements, negotiations and understandings, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

NOTICES

Sign Now