Potential Subscriber List

Potential Subscriber List Agreement

This Potential Subscriber List Agreement (the Agreement) is entered into as of Effective Date: by and between Provider Name: and Client Name: .

WHEREAS

WHEREAS, Provider maintains a compilation of contact information for potential subscribers and prospective customers and has developed methods for identifying leads that may be of value to Client; and

WHEREAS, Client desires to obtain from Provider a list of prospective subscribers (the Potential Subscriber List) for Client's legitimate commercial use, subject to the terms and conditions set forth in this Agreement; and

WHEREAS, the parties wish to set forth their respective rights and obligations regarding the delivery, use, protection, and compensation for the Potential Subscriber List.

SCOPE OF WORK

Provider will compile, verify to the reasonable standards described below, and deliver to Client a Potential Subscriber List consisting of contact records for individuals or entities that have a potential interest in Client's products or services. Provider's obligations include data collection, basic verification against available public records, and delivery in a mutually agreed electronic format.

POTENTIAL SUBSCRIBER LIST

The Potential Subscriber List shall include, at minimum, for each entry: full name, organization (if applicable), primary contact number, email address, source of lead, and a brief note on interest level or qualification. Provider represents that, to Provider's knowledge, list entries are collected in compliance with applicable privacy and data-protection obligations described below.

PAYMENT TERMS

All payments are due within the terms set in Payment Schedule. If Client fails to timely pay any amount due, Provider may suspend delivery of additional list items and will be entitled to interest on overdue amounts at the rate specified in the Late Payment Fee provision above.

TERM AND TERMINATION

This Agreement begins on Start Date: and will terminate on End Date: unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for cause upon written notice if the other party materially breaches any obligation and fails to cure within the Notice Period. Termination will not relieve Client of its obligation to pay for list items delivered prior to termination.

CONFIDENTIALITY

The parties acknowledge that the Potential Subscriber List and any related documentation, notes, or data designated as confidential or that reasonably should be understood to be confidential given the nature of the information (Confidential Information) are the proprietary information of Provider. Client shall (i) use Confidential Information solely for the purposes set forth in this Agreement, (ii) limit disclosure to those employees, agents or advisors with a need to know, and (iii) apply reasonable administrative, physical and technical safeguards to prevent unauthorized access, disclosure, or use.

Confidential Information does not include information that (a) is or becomes generally available to the public through no fault of receiving party, (b) is rightfully received from a third party without restriction, or (c) is independently developed without use of the disclosing party's Confidential Information. Any permitted disclosure under law or regulation shall be preceded, where reasonably possible, by notice to the disclosing party and limited to the extent required by law.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below without regard to conflict-of-law principles.

ENTIRE AGREEMENT

This Agreement, including all schedules and attachments hereto, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. Any modification must be in writing and signed by an authorized representative of each party.

REPRESENTATIONS AND COMPLIANCE

Provider represents that, to the best of Provider's knowledge, the collection and provision of the Potential Subscriber List complies with applicable privacy and data protection laws and that Provider has obtained any consents required for the disclosure contemplated by this Agreement. Client represents that Client will use the list in compliance with applicable law and will not use the list for unlawful or harassing communications.

NOTICES

All notices, requests, consents and other communications required or permitted under this Agreement must be in writing and will be deemed to have been given when delivered personally, sent by certified mail (return receipt requested), or sent by reliable overnight courier to the addresses set forth below or to such other address as a party may designate by notice.

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