Agreement is hereby made between Trade Management Services, Inc., located at 363 7th Ave., New York, NY 10001 (hereinafter “TMS”), and [Your Company Name & Address] (hereinafter “YC”).

Whereas, TMS 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; TMS desires YC to become a member and customer of the CREDIT LINK. YC will supply electronic data to TMS 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.

The conditions of disclosure are as follows:

1. For purposes of this Agreement the following definitions shall apply:

• “TMS” shall mean all affiliates, agents, divisions, employees, representatives, subsidiaries, successors, assigns or other vendors of TMS.
• “YC” shall mean all affiliates, agents, divisions, employees, representatives, successors, assigns or subsidiaries of YC.
• “Confidential Information” shall mean the selected customer credit information provided by YC to TMS by electronic media or other method

“Confidential Information” shall not include:

1. Information which, at the time of disclosure is in the public domain
   and in commercial use as evidenced by printed publications in general
   circulation.
2. Information which, after disclosure becomes part of the public domain
   by publication or otherwise through no fault of TMS.
3. Information which TMS can show was in its possession at the time of
   the disclosure and was not acquired directly or indirectly from YC.
4. Information that was received by TMS from a third party
   having the legal right to transmit same.

2. In consideration for YC’s providing the Confidential Information to TMS on a monthly basis, TMS will:

1. 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. TMS will not allow the Confidential Information to be sorted, listed, distributed or otherwise compiled for any other purpose.
   
2. 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 YC’s 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.
3. 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 TMS software will not allow "browsing" through files or otherwise accessing the Confidential Information.
4. Maintain 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, TMS will promptly return all documentation and/or electronic media containing the Confidential Information and remove the Confidential Information from the TMS data base.