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AND MEMBERSHIP AGREEMENT
Agreement is hereby made between
Credit-Link LLC, located at 186 Princeton-Hightstown Rd, Princeton Junction, NJ 08550 (hereinafter
CL), and [Your Company Name & Address] (hereinafter YC).
Whereas, CL is a commercial credit reporting agency utilizing the data
of members for its CREDIT LINK information exchange; and, whereas YC is a company
catering to the wholesale trade; CL desires YC to become a member and customer
of the CREDIT LINK. YC will supply electronic data to CL and such data is considered
proprietary and confidential by YC.
In contemplation of YC supplying the
above mentioned data, both parties are desirous and willing to exchange for their
mutual benefit, information which is considered by the disclosing party a commercial
asset of considerable value, thus, proprietary and confidential.
conditions of disclosure are as follows:
1. For purposes of this Agreement
the following definitions shall apply:
- CL shall mean
all affiliates, agents, divisions, employees, representatives, subsidiaries, successors,
assigns or other vendors of CL.
- YC shall mean all affiliates,
agents, divisions, employees, representatives, successors, assigns or subsidiaries
- Confidential Information shall mean the selected customer
credit information provided by YC to CL by electronic media or other method
Information shall not include:
- Information which,
at the time of disclosure is in the public domain
and in commercial use as
evidenced by printed publications in general
which, after disclosure becomes part of the public domain
or otherwise through no fault of CL.
- Information which CL can show
was in its possession at the time of
the disclosure and was not acquired
directly or indirectly from YC.
- Information that was received by CL
from a third party
having the legal right to transmit same.
In consideration for YCs providing the Confidential Information to CL on
a monthly basis, CL will:
- Make the Confidential Information
available exclusively to members and potential members and allow YC to prevent
or restrict any member or potential member from receiving the Confidential Information.
CL will not allow the Confidential Information to be sorted, listed, distributed
or otherwise compiled for any other purpose.
- Cap all dollar amounts
included in the Confidential Information to the level specified by YC. This cap
will also effect the information reported to YC from the other members in that
YCs cap, or the other members if lower, will determine the limit of
the dollar figures appearing on the credit report. In any instance where the total
accounts receivable amount exceeds the cap then the aged figures (current, 30,
60, etc.) will appear as percentages.
- Provide YC with the software and
technical support to access the service on-line (by modem/internet) or by fax.
Access is restricted to specific accounts as all inquiries must include the name
and zip code and/or telephone number. The CL software will not allow "browsing"
through files or otherwise accessing the Confidential Information.
pricing for services at the current level for one year from the date of this agreement
after which time YC will be given no less than ninety (90) days written notice
of any anticipated price changes.
3. It is agreed that either party
may choose to terminate its association with the other party for any reason whatsoever
with thirty (30) days written notification. Upon such request by either party,
CL will promptly return all documentation and/or electronic media containing
the Confidential Information and remove the Confidential Information from the
CL data base.