Name Record Template

NAME RECORD TEMPLATE

Parties and Recitals

This Name Record Template (the "Agreement") is entered into by the undersigned parties on the effective date set forth below.

Client Name:    Provider Name:

WHEREAS, the Client seeks to establish, register, or maintain authoritative name records for individuals or entities and requires a recordkeeping and verification service; and

WHEREAS, the Provider maintains a system for collecting, indexing, and retaining name records and is willing to provide such services under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire an express written agreement that defines the scope, obligations, retention, confidentiality, and payment for those services.

Name Record Details

Effective Date of Name Record:    Retention Period (years):

Government-issued identification     Court order     Notarized affidavit     Other (describe below)

Scope of Work

Provider will maintain an auditable record for each entry and will apply reasonable verification procedures to supporting documents prior to establishing or altering a name record.

Payment Terms

Late Payment: Payments not received within days after the due date shall accrue interest at per month, or the maximum permitted by law, whichever is lower.

Term and Termination

Term Commencement Date:    Term Expiration Date:

Either party may terminate this Agreement for convenience upon days' prior written notice. Termination for cause may be effected immediately upon material breach that is not cured within days after written notice specifying the breach.

Upon termination, Provider shall upon Client's written request either return or securely destroy Client's name records in Provider's possession within days, subject to any legal retention obligations.

Confidentiality

The parties acknowledge that name records and associated supporting documentation may contain Personal Data and confidential business information ("Confidential Information"). Each party agrees to: (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; (b) use Confidential Information only to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except as expressly permitted by this Agreement or required by law. Provider shall implement technical and organizational measures reasonably necessary to protect Confidential Information against unauthorized access, alteration, or disclosure.

Exceptions: Confidential Information does not include information that is or becomes publicly available through no breach of this Agreement by the receiving party, is received from a third party without restriction, or is independently developed without use of the disclosing party's Confidential Information.

Access and Correction Rights

Representations, Warranty, and Liability

Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations. Provider warrants that services will be performed in a professional manner consistent with industry standards. Except as expressly provided herein, neither party makes any other warranties, express or implied.

Limitation of Liability: Except for breaches of confidentiality or willful misconduct, neither party shall be liable for consequential, special, or punitive damages. The aggregate liability of either party arising out of this Agreement shall not exceed the amounts paid by Client to Provider under this Agreement during the twelve (12) months preceding the claim.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of without regard to conflict of law principles. The parties shall attempt in good faith to resolve disputes through negotiation for a period of at least days prior to initiating formal proceedings.

Entire Agreement; Amendment

This Agreement, together with any schedules and exhibits executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior understandings and agreements, whether written or oral. No amendment or modification shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous

Notices: All notices required or permitted hereunder shall be in writing and delivered to the addresses of the parties set forth in their signature blocks or to such other address as a party designates in writing.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

Administrative Contacts

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