Miscellaneous MLS Forms

MISCELLANEOUS MLS FORMS: GENERAL BUSINESS AGREEMENT (MLS SERVICES)

This General Business Agreement (the "Agreement") is made as of by and between the parties set forth below.

Parties

WHEREAS

WHEREAS, Client is a licensed real estate firm participating in the multiple listing service identified by MLS Listing ID: and maintains listings and related listing data that are subject to MLS rules and regulations; and

WHEREAS, Service Provider provides software, data processing, distribution, aggregation or related technology services designed to publish, format, synchronize or otherwise manage MLS listing data on behalf of Client; and

WHEREAS, the parties desire to record the terms and conditions under which Service Provider will perform services for Client and under which Client will authorize certain limited uses of listing data by Service Provider.

Scope of Work

Service Provider shall perform the services described below pursuant to the specifications, deadlines and standards set forth in this Agreement.

Payment Terms

Unless otherwise agreed in writing, Service Provider will invoice Client in accordance with the Payment Schedule. Client shall pay all undisputed amounts within thirty (30) days of invoice. Disputed amounts must be raised in writing within fifteen (15) days of receipt of the invoice.

Term and Termination

Term: This Agreement commences on and continues until unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate for material breach if the breaching party fails to cure the breach within thirty (30) days after receipt of written notice specifying the breach. Termination shall be without prejudice to any rights or obligations accrued prior to termination.

Confidentiality

"Confidential Information" means all non-public information disclosed by one party to the other, including but not limited to listing data, subscriber information, business processes, pricing, technical information and documentation. The receiving party shall (i) use Confidential Information only for the performance of this Agreement, (ii) restrict access to Confidential Information to personnel having a need to know, and (iii) protect Confidential 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 does not include information that (a) is or becomes publicly available through no breach by the receiving party; (b) was known to the receiving party prior to disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed by the receiving party without use of Confidential Information. The receiving party may disclose Confidential Information as required by law or valid legal process, provided it gives the disclosing party prompt written notice and cooperates to seek protective measures.

MLS Compliance and Data Use

Service Provider acknowledges that MLS data are subject to MLS rules and third-party rights. Service Provider will (i) comply with applicable MLS rules and policies; (ii) use listing data only as expressly authorized by Client and this Agreement; and (iii) not resell, sublicense, redistribute or otherwise publish MLS-provided data outside the scope of this Agreement without Client's prior written consent.

Indemnification and Limitation of Liability

Each party (the "Indemnitor") shall indemnify, defend and hold harmless the other party, its affiliates and their respective officers, directors and employees (collectively, the "Indemnitees") from and against any third-party claims, liabilities, damages, losses and expenses arising out of the Indemnitor's breach of this Agreement, negligence or willful misconduct, including breaches of MLS rules caused by the Indemnitor's acts or omissions.

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S BREACH OF CONFIDENTIALITY, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO LIABILITY.

Governing Law

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

Entire Agreement; Miscellaneous

This Agreement, including 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, proposals and communications, whether written or oral. No amendment or waiver shall be effective unless in writing and signed by authorized representatives of both parties.

If any provision of this Agreement is held 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 either party may assign to an affiliate or in connection with a merger, acquisition or sale of substantially all of its assets.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the notice addresses below by certified mail, courier, or email with confirmed receipt if agreed in writing.

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