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Exhibit 10.4
(MATERIAL DENOTED *** HAS BEEN SEPARATELY FILED WITH THE COMMISSION
PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT)
INFORMATION PROVIDER AGREEMENT
(ELECTRONIC YELLOW PAGES DIRECTORIES)
This Information Provider Agreement ("Agreement") is entered into the 1st
day of May, 2000 by and between Pro Net Link Corporation ("Company"), with its
office at ▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ and Dun &
Bradstreet, Inc. ("Provider"), with its office at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇
▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇.
1. DEFINITIONS. The definition of terms set forth in this Section shall
apply in this Agreement.
(a) "D&B Data" means Provider's proprietary information on individual
businesses and made up of the data elements (if available) and containing the
number of records set forth on Schedule A. The D&B Data shall be in the
format/layout attached as Schedule A-1.
(b) "Company Directory" means an electronic "yellow pages" directory
of businesses using D&B Data as the source of such information to be accessed
via a graphical interface on the "Internet" commonly known as the "world wide
web", which directory is not intended to be used as a source of marketing or
telemarketing lists by Company Directory Users.
(c) "Company Directory Users" means users of the Company Directory.
2. LICENSE.
(a) During the term of this Agreement, subject to the terms and
conditions hereof, Provider hereby grants to Company, a non-exclusive,
non-transferable license as follows:
(i) to reasonably use, reproduce and display the D&B Data
internally for development of the Company Directory.
(ii) to reproduce and display D&B Data in the Company
Directory as set forth herein.
(iii) to present the Company Internet Directory solely on
the Company's website located at the internet addresses of ▇▇▇.▇▇▇▇▇▇▇▇▇▇.▇▇▇
and ▇▇▇.▇▇▇▇.▇▇▇.
(IV) TO UTILIZE THE D&B DATA TO SUPPORT COMPANY'S INTERNAL
MARKETING CAMPAIGNS.
(b) Except as set forth herein, no right to use or distribute any D&B
Data is granted herein. The license granted herein permits the use of the D&B
Data by Company in the Company Directory and for its internal marketing or
telemarketing applications as described herein. The D&B Data may not be provided
to any third party, except to Company Directory Users and except as otherwise
set forth herein, it being agreed that the D&B Data is being licensed solely for
the use of Company solely in the Company Directory application as set forth
herein.
(c) The license granted herein permits Company's subcontractors who
are assisting Company in the development of the Company Directory to have
appropriate access to the D&B Data solely for the purpose of assisting Company
in the creation of the Company Directory subject to the following: (i) Company
identifies such subcontractor(s) to Provider and they are reasonably acceptable
to Provider, (ii) such subcontractor(s) execute non-disclosure agreements with
Company that are acceptable to Provider, and (iii) such subcontractors shall
only have access to D&B Data on Company's premises, shall not be permitted to
remove any D&B Data from Company's premises and shall only be permitted to
access such amounts of D&B Data as are reasonably necessary under the
circumstances. Company shall be liable for any breach of the above requirements
or the terms of the aforementioned non-disclosure agreements by such
subcontractor.
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3. ROYALTIES, BILLING, PAYMENT, AND AUDIT RIGHTS.
(a) Royalties payable to D&B by Company for the license granted herein
shall be as stated in Schedule B attached hereto ("Royalties").
(b) Royalties shall be payable to Provider as follows: [see Schedule
B]
(c) If Royalties are not paid when due, Company will be subject to
interest on any unpaid balances at the rate of one and one-half percent (1.5%)
per month.
(d) Provider shall have the right at its expense on reasonable notice
to enter Company's offices to audit Company's records to determine its
compliance with any of the terms and conditions of this Agreement.
4. OBLIGATIONS AND RESTRICTIONS.
(a) Company shall only use D&B Data in the Company Directory in the
manner set forth herein and will only permit access and searching of D&B Data as
set forth herein. Downloading of D&B Data from the Company Directory shall not
be permitted.
(b) Company will provide Provider with an opportunity to review the
format and functionality of the Company Directory to determine its compliance
with the terms of this Agreement prior to and after implementation and will
incorporate changes necessary to bring the Company Directory into compliance
with this Agreement.
(c) D&B Data may only be displayed in "hypertext markup language".
(d) Company will monitor access to the Company Directory by Company
Directory Users and shall provide written notice (which notice shall contain the
IP address and the number of searches executed) to Provider on a weekly basis
when any single IP address has executed over one hundred (100) searches in any
one (1) calendar week. Provider may then request that Company deny further
access to such Company Directory User and Company shall promptly deny access.
(e) SIC codes of businesses contained in the D&B Data shall not be
displayed. The D&B Data may only be searchable by Company Directory Users by
company name, SIC code, description of business operations, geographic location
(city, state, province, country) or graphical representation of geographic
location.
(f) No data or information shall be added to the D&B Data by Company.
(g) Search results displayed to Company Directory Users will be
limited to ten (10) candidates per search. The parties agree to discuss such
limitation in good faith during the term of this Agreement and to modify it if
mutually agreed to. The list of candidates will be presented on two (2)
sequential screens. The first screen will contain a list of all candidates and
for each candidate will display company name, city, state or province, country,
brief SIC description, and line of business description. Any additional data on
a candidate will be contained and displayed on the second screen and will only
be accessible on a one-at-a time basis. Such additional candidate data will be
telephone number, street address, zip code, Contact name and title, facsimile
number (non-USA records only), URL address, and Annual Sales Volume, and will be
accessible only via hypertext link or check box.
(h) Company shall have the right to cosmetically reformat the D&B Data
via using bold type, producing candidate lists in the order specified by Company
and by other reasonable cosmetic means.
(i) Company shall have the right to link the D&B Data to the
advertisements of the subject of such D&B Data record and display such
advertisement adjacent to the D&B Data.
(j) The D&B Data shall be housed at Company locations only. Company
may make one (1) copy of the D&B Data for backup purposes only.
(k) The first screen of the Company Directory will prominently display
the following language: "The information contained in the Company Directory
("Information") is provided for business lookup purposes and is not be to used
for marketing or telemarketing applications. The information may not be copied
or redistributed and is provided "AS IS" without warranty of any kind. In no
event will Pro Net Link or its suppliers be liable in any way with regard to
such
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information. Your use of the Company Directory indicates your agreement to these
terms. If you do not agree to these terms, please exit the Company Directory
now."
(l) Company agrees to develop and implement, prior to the commercial
availability of the Company Directory, and on an ongoing basis thereafter,
reasonable technical devices to protect the D&B Data from unauthorized access
and use.
(m) Company represents and warrants its use of the D&B Data delivered
hereunder by Provider shall in all cases comply with all federal, state and
local laws, statutes, rules, regulations and ordinances. Company further
represents that all mail or other marketing programs using any D&B Data
delivered hereunder shall conform to generally recognized standards of high
integrity and good taste.
5. DELIVERY. Provider shall provide Company with an initial copy of the
D&B Data no later than May 15, 2000 and shall provide Company with quarterly
updates on dates to be as agreed upon by the parties. When Provider provides
Company with updates, Company agrees to promptly load same into its copy of such
file and to make same commercially available in the Company Directory.
6. DISCLAIMER OF WARRANTY, LIMITATION OF LIABILITY, INDEMNITY.
(a) PROVIDER DOES NOT GUARANTEE OR WARRANT THE CORRECTNESS,
COMPLETENESS, CURRENTNESS, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE
OF THE D&B DATA AND SHALL NOT BE LIABLE TO COMPANY OR COMPANY DIRECTORY USERS
FOR ANY LOSS OR INJURY ARISING OUT OF OR CAUSED IN WHOLE OR IN PART BY
PROVIDER'S NEGLIGENT ACTS OR OMISSIONS IN PROCURING, COMPILING, COLLECTING,
INTERPRETING, REPORTING, COMMUNICATING, OR DELIVERING THE D&B DATA OR IN
OTHERWISE PERFORMING ITS OBLIGATIONS UNDER THIS AGREEMENT. PROVIDER WILL HAVE NO
LIABILITY WHATSOEVER FOR CONSEQUENTIAL, PUNITIVE, INDIRECT OR INCIDENTAL
DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
(b) PROVIDER'S LIABILITY FOR ANY AND ALL LOSSES OR INJURIES TO COMPANY
ARISING OUT OF ANY ACTS OR OMISSIONS OF PROVIDER IN CONNECTION WITH ANYTHING TO
BE DONE OR FURNISHED UNDER THIS AGREEMENT, REGARDLESS OF THE CAUSE OF THE LOSS
OR INJURY (INCLUDING NEGLIGENCE) AND REGARDLESS OF THE NATURE OF THE LEGAL OR
EQUITABLE RIGHT CLAIMED TO HAVE BEEN VIOLATED (WHETHER IN CONTRACT OR IN TORT),
SHALL NOT EXCEED THE AMOUNT OF ROYALTIES RECEIVED BY PROVIDER HEREUNDER.
(c) Notwithstanding anything to the contrary set forth herein, Company
agrees to fully indemnify, defend and hold Provider harmless from liability
resulting from or bearing on any and all claims, suits and causes of action
asserted or brought against Provider by an Company Directory User or any third
party based on any allegation regarding the Company Directory but unrelated to
the D&B Data contained in the Company Directory.
(d) Notwithstanding anything to the contrary set forth herein, each
party shall defend, indemnify and save the other harmless from and against all
costs, losses, damages and liabilities, including without limitation reasonable
attorneys' fees, which may be incurred by such party on account of the breach by
the other of any of such party's warranties contained in this Agreement, as
applicable. In addition, (i) Provider shall indemnify Company under this
paragraph from and against any claim that the D&B Data infringes on the United
States copyright, trade secret or trademark rights of any third party (provided
that the D&B Data is used as permitted by this Agreement) and (ii) Company shall
indemnify Provider under this paragraph from any claim that the Company
Directory (except for the D&B Data contained therein) or any of the technology
utilized by Company in developing, creating or distributing the Company
Directory infringes the copyright, patent, trademark or trade secret rights of
any third party.
(e) The foregoing indemnities are conditioned upon prompt written
notice to the indemnifying party by the indemnified party of any claim or
proceeding subject to indemnity; reasonable cooperation by the indemnified party
in the defense and settlement of such claim at the expense of the indemnifying
party; and prior written approval by both parties of any settlement or
compromise of the claim, which approval shall not be unreasonably withheld. An
indemnified party may elect to take control of the defense of a claim or
proceeding at its expense.
7. PROPRIETARY RIGHTS OF PROVIDER. Company acknowledges that the D&B Data
is proprietary to Provider and comprises: (a) works of original authorship,
including compiled information containing the Provider's selection, arrangement
and coordination and expression of such information or pre-existing material it
has created, gathered or assembled; (b)
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confidential and trade secret information; and (c) information that has been
created, developed and maintained by the Provider at its expense such that
misappropriation or unauthorized use by others for commercial gain would harm
Provider. Company shall not commit, nor assist Company Directory Users to commit
any act or omission that would impair Provider's rights in the D&B Data.
8. TERM AND TERMINATION.
(a) This Agreement and the license granted herein shall commence on
the date of execution and shall continue in force for a period of one (1) year
from such date.
(b) This Agreement may be terminated as follows:
(i) by either party in the event of the default by the other
party as provided in Paragraph 12.
(ii) by either party immediately upon written notice to the
other party if the other party becomes insolvent, makes an assignment for the
benefit of creditors, suffers or permits the appointment of a receiver for its
business or assets, files or otherwise becomes the subject of any proceeding
under any bankruptcy or insolvency law, or has wound up or liquidated its
business.
(iii) by Provider upon ten (10) days written notice to Company if
Company becomes affiliated through common ownership or control with any of the
entities set forth on Schedule C.
(iv) by Provider on ten (10) days notice if Provider has
reasonable evidence that Company Directory Users are accessing and downloading
D&B Data for use in direct marketing or telemarketing applications.
(v) by Provider immediately if Company charges Company
Directory Users for accessing, searching or obtaining D&B Data. Both parties
agree that the charge to Company Directory Users is for an annual membership fee
to subscribe to the Company Directory and entitles the user to certain
membership privileges, which privileges do not include accessing, searching or
obtaining the D&B Data as a stand-alone service.
(vi) by either party on written notice if the other party is
indicted or subject to adverse publicity such that the terminating party
reasonably believes that it is no longer in its interest to maintain this
relationship.
(c) Termination of this Agreement in accordance with its terms shall
not affect the rights or obligations of either party that are vested as of the
effective date of such termination or intended by the parties to survive such
termination.
(d) Upon expiration or termination of this Agreement, Company shall
immediately stop using the D&B Data and shall return it and all copies thereof
to Provider.
10. PROTECTION OF PROPRIETARY RIGHTS.
(a) Provider acknowledges that the tangible and intangible information
specifically designated by Company as confidential, including the design, plans,
specifications, software manuals, customer lists, supplier data, customer data,
cost and price data, marketing information (other than D&B Data) and other
information relating to the Company Directory that is designated as
confidential, whether disclosed to Provider in connection with this Agreement or
otherwise, constitutes valuable confidential and proprietary information of
Company (collectively, "Company Confidential Information"). Notwithstanding the
foregoing, Company Confidential Information shall not include information that
was lawfully disclosed to Provider free of any obligation to keep it
confidential, information that is or that becomes publicly available by other
than unauthorized disclosure and information that is independently developed by
Provider. Provider shall not use or disclose and shall not suffer or permit its
employees, agents or any other parties to use or disclose such Company
Confidential Information other than as contemplated by this Agreement without
Company's prior written consent. Provider shall inform Company promptly after
discovery of any unauthorized use or disclosure of any of the Company
Confidential Information and shall furnish to Company all available information
and reasonably cooperate with Company regarding such disclosure.
(b) Company acknowledges that the tangible and intangible information
specifically designated by Provider as confidential, including data formats and
layouts, the terms of this Agreement, and other information relating to the D&B
Data, whether disclosed to Company in connection with this Agreement or
otherwise, constitutes valuable confidential and proprietary information of
Provider (collectively, "Provider Confidential Information"). Notwithstanding
the foregoing, Provider Confidential Information shall not include information
that was lawfully disclosed to Company free of any
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obligation to keep it confidential, information that is or that becomes publicly
available by other than unauthorized disclosure and information that is
independently developed by Company. Company shall not use or disclose and shall
not suffer or permit its employees, agents or any other parties to use or
disclose such Provider Confidential Information other than as contemplated by
this Agreement without Provider's prior written consent. Company shall inform
Provider promptly after discovery of any unauthorized use or disclosure of any
Provider Confidential Information and shall furnish to Provider all available
information and reasonably cooperate with Provider regarding such disclosure.
(c) Each party recognizes and agrees that its breach of the provisions
of this Paragraph 10 may cause immediate and irreparable harm to the other
party, and that in the event of such breach, the other party, in addition to any
damages to which it may be entitled, shall have the right to seek injunctive
relief against the other party.
11. ENTIRE AGREEMENT. This Agreement, including all Schedules, embodies
the entire understanding between the parties with respect to the subject matter
hereof and supersedes any and all prior understandings and agreements, oral or
written, relating thereto. Any amendment to this Agreement, including its
Schedules, must be in writing and signed by each party.
12. DEFAULT. Upon the breach of any material obligation under this
Agreement by either party, the aggrieved party may give to the defaulting party
written notice of such breach, which notice shall specify the exact nature of
the breach and shall expressly state the aggrieved party's intention to
terminate this Agreement in the event the breach is not remedied and any damages
to be paid within ten (10) days after the receipt of such notice. If, after the
expiration of such period, the defaulting party has failed or refuses to remedy
such breach and to pay the damages caused thereby, this Agreement may be
terminated forthwith, effective upon dispatch of notice by the aggrieved party
to the defaulting party. The right of either party to terminate this Agreement
on default is not an exclusive remedy, and an aggrieved party shall be entitled
alternatively or cumulatively to seek damages for breach of this Agreement, to
seek an order requiring performance of the obligations of this Agreement, or to
seek any other appropriate remedy.
13. NOTICES. Every notice or other communication required or contemplated
by this Agreement by either party shall be delivered in person or sent by
postage prepaid mail, which shall be air mail if posted in a country other than
that of the addressee, telex, facsimile transmission, express delivery or
courier, addressed to the party for whom intended at the address specified at
the beginning of this Agreement or at such other address as the intended
recipient previously shall have designated by written notice to the other party.
Notice shall be effective on delivery. Notice not given in writing shall be
effective only if explicitly or implicitly acknowledged in writing by the party
to whom it was given.
14. ASSIGNMENT. This Agreement shall not be assigned by either party
without the other party's prior written consent, except that Provider may assign
this Agreement to a successor corporation that results from a merger or
corporate reorganization, or to its parent or any affiliate, without such
consent.
15. SEVERABILITY. Should any provision of this Agreement be held to be
void, invalid, unenforceable or illegal by a court, the validity and
enforceability of the other provisions shall not be affected thereby.
16. NO WAIVER. Failure of either party at any time to require performance
by the other party of any obligation under this Agreement shall not affect the
right of such party to require performance of that obligation. Any waiver by
either party of any breach of any provision of this Agreement shall not be
construed as a waiver of any continuing or succeeding breach of such provision,
a waiver or modification of the provision itself, or a waiver of modification of
any right under this Agreement.
17. GOVERNING LAW. This Agreement shall be governed by and construed under
the law of the State of New Jersey.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
and year first above written.
PRO NET LINK, INC DUN & BRADSTREET, INC.
By: ▇▇▇▇▇ ▇▇▇▇▇▇ By: ▇. ▇▇▇▇▇▇▇
-------------------- --------------------
Signed: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ Signed: /s/ ▇. ▇▇▇▇▇▇▇
-------------------- --------------------
Title: COO Title: VP Sales
-------------------- --------------------
May 2, 2000
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LIST OF SCHEDULES
A - List of Data Elements
A-1 - D&B Data Format/Layout
B - Royalties
C - List of Restricted Entities
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SCHEDULE A
List of Data Elements
Approximately 6.8 (Six point eight) million worldwide business records comprised
of the following Data elements:
Top Contact Name at Location, Top Contact Title
Company Name
Address
City, State/Province, Zip Code/Postal Code
Country Code
Telephone Number
Facsimile Number (Non-USA Records Only)
Line of Business Description
SIC Code
Sales Volume
URL Address
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SCHEDULE A-1
D&B Data Format/Layout
------------------------
Dun Bradstreet File Layouts
The following is the layout for the non-USA files.
START END
▇▇▇▇-▇▇▇▇ ▇▇▇ A DUNS NUMBER
-----------------------------
▇▇▇▇-▇▇▇▇ ▇▇▇ A COMPANY NAME
-----------------------------
▇▇▇▇-▇▇▇▇ ▇▇▇ A TRADESTYLE
-----------------------------
▇▇▇▇-▇▇▇▇ ▇▇▇ A ADDRESS
-----------------------------
▇▇▇▇-▇▇▇▇ ▇▇▇ A CITY
-----------------------------
▇▇▇▇-▇▇▇▇ ▇▇▇ A STATE
-----------------------------
▇▇▇▇-▇▇▇▇ ▇▇▇ A ZIP
-----------------------------
▇▇▇▇-▇▇▇▇ ▇▇▇ A COUNTRY NAME
-----------------------------
▇▇▇▇-▇▇▇▇ ▇▇▇ A COUNTRY CODE
-----------------------------
▇▇▇▇-▇▇▇▇ ▇▇▇ A CONTACT NAME
-----------------------------
▇▇▇▇-▇▇▇▇ ▇▇▇ A CONTACT TITLE
-----------------------------
▇▇▇▇-▇▇▇▇ ▇▇▇ A COUNTRY ACCESS CODE
-----------------------------
▇▇▇▇-▇▇▇▇ ▇▇▇ A PHONE NUMBER
-----------------------------
▇▇▇▇-▇▇▇▇ ▇▇▇ A LINE OF BUSINESS
-----------------------------
▇▇▇▇-▇▇▇▇ ▇▇▇ A 4 DIGIT SIC CODE
-----------------------------
▇▇▇▇-▇▇▇▇ ▇▇▇ A URL ADDRESS
-----------------------------
▇▇▇▇-▇▇▇▇ ▇▇▇ A SALES VOLUME (US)
-----------------------------
▇▇▇▇-▇▇▇▇ ▇▇▇ A CABLE/TELEX
-----------------------------
▇▇▇▇-▇▇▇▇ ▇▇▇ A FAX NUMBER
-----------------------------
The following information is the layout for the US file-
START END
▇▇▇▇-▇▇▇▇ ▇▇▇ A DUNS NUMBER
-----------------------------
▇▇▇▇-▇▇▇▇ ▇▇▇ A COMPANY NAME
10
-----------------------------
▇▇▇▇-▇▇▇▇ ▇▇▇ A TRADESTYLE
-----------------------------
▇▇▇▇-▇▇▇▇ ▇▇▇ A ADDRESS
-----------------------------
▇▇▇▇-▇▇▇▇ ▇▇▇ A CITY
-----------------------------
▇▇▇▇-▇▇▇▇ ▇▇▇ A STATE
-----------------------------
▇▇▇▇-▇▇▇▇ ▇▇▇ A ZIP
-----------------------------
▇▇▇▇-▇▇▇▇ ▇▇▇ A CONTACT NAME
-----------------------------
▇▇▇▇-▇▇▇▇ ▇▇▇ A CONTACT TITLE
-----------------------------
▇▇▇▇-▇▇▇▇ ▇▇▇ A PHONE
-----------------------------
0196-0214 ▇▇▇ ▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇
-----------------------------
▇▇▇▇-▇▇▇▇ 004 A PRIMARY 4 DIGIT SIC CODE
-----------------------------
▇▇▇▇-▇▇▇▇ ▇▇▇ A URL
-----------------------------
▇▇▇▇-▇▇▇▇ ▇▇▇ A SALES VOLUME
-----------------------------
▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Marketing Fulfillment Solutions
Dun & ▇▇▇▇▇▇▇▇▇▇
▇▇
▇▇▇▇▇▇▇▇ ▇
Royalties
Company agrees to pay provider an annual license fee of $*** for use of the D&B
Data as described in this Agreement. Payments of this annual license fee will be
exercised according to the following schedule:
Schedule:
$*** on contract signing (by May 31, 2000)
$*** June 30, 2000
$*** July 31, 2000
$*** August 31, 2000
$*** September 30, 2000
$*** October 31, 2000
In addition to the aforementioned license fee, Company also agrees to pay
Provider royalties based on the annual membership fees generated by Company from
its Internet-based directory site, which site includes D&B Data as its primary
source of information. The royalty structure is based on the number of members
Company signs up on an annual basis and is as follows:
Number of Members:
0 - 4,999 ***%
5,000 - 9,999 ***%
10,000 or more ***%
Royalty payments will be made on a quarterly basis, with each payment due thirty
days after each calendar quarter. Company agrees to pay provider a minimum
royalty guarantee of $*** during the term of this agreement.
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SCHEDULE C
List of Restricted Entities
American Business Information Infobase
American Business Lists International Business Lists
American List Counsel, Inc. LeadSource
CCX/Axciom List America
Customer Decision Corp. MAGI
▇▇▇▇▇▇▇ Publishing Market Pulse/Praxis
Claritas/NPDC Metromail Corporation
CMP May & ▇▇▇▇
Compilers Plus, Inc. Names and Addresses, Inc.
Computer Intelligence Names in the News
Contacts Influential National Decision Systems
Customer Insight Company National Register Publishing Company
(Metromail/▇.▇. ▇▇▇▇▇▇▇▇▇ & Sons Co.) Neodata
Customized Mailing Lists, Inc. Pagex
Database America, Inc. PCS Mailing List Co.
Direct Marketing Technologies, Inc. Penton Publishing
Direct Media, Inc. ▇. ▇. ▇▇▇▇ & Co.
Dunhill International List Co., Inc. Research Projects Corporation
▇▇ ▇▇▇▇▇▇▇ Consultants Standard & Poor's
▇▇▇▇▇ ▇▇▇▇▇ Associates, Inc. Technimetrics (Finex)
EDS-Electronic Data Systems TRW Target Marketing Services
Epsilon United Insurance
Equifax marketing Decision Systems Unibase
▇▇▇▇ ▇▇▇▇▇ List Co. ▇▇▇▇▇▇ ▇▇▇▇ Co.
▇▇▇▇▇ ▇▇▇▇▇ Worldata
Hugo Dunhill Mailing Lists, Inc. ▇▇▇▇▇▇ & ▇▇▇▇▇▇ Inc.
IDG Publishing Ziff ▇▇▇▇▇ List Services
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MASTER SERVICE AGREEMENT AND DUN & BRADSTREET
INITIAL INFORMATION SCHEDULE INFORMATION SERVICES
NO. [DUN & BRADSTREET LETTERHEAD]
The undersigned ("Customer") hereby employs Dun & Bradstreet, Inc. to furnish
the information listed below pursuant to the Schedule:
Description of information: 6.8 Million Telemarketing Enhanced Records Worldwide
with the following customized data elements: - Business Name, Tradestyle
Name, Duns Number, Address, City State Zip, Contact Name and Title, Phone
Number, LOB (line of Business, Up to 8 Digit Sic Code, Web Site
Address(approx.228,235 records), Sales Volume, Country Code, Key code, Fax
Number (International records only, where available on a personalized CD
Price: $*** upfront commitment, $*** Guaranteed Royalty
Prices may be based upon an estimated yield. If such yield does not meet the
estimate, Customer will accept any yield and price within the following ranges:
MINIMUM QUOTED ESTIMATE MAXIMUM
Yield: _________ ___________ 6.8 million
Price: _________ ___________ $***
SHIPPING: Method of shipping will be as requested by ____________ customer and
will be billed accordingly
SALES TAX: CUSTOMER shall pay all applicable state and local taxes.
TERMS OF PAYMENT: SEE ATTACHED AGREEMENT
[ ] Check if use is one-time only.
CUSTOMER BILLING INFORMATION: Circle one for credit card charges: MasterCard /
VISA / American Express
Card No.:____________ Exp. Date:__________ Card Holder's Name:_________________
Company Name: ProNetLink Corporation
Address: ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇-▇▇▇▇▇ ▇▇▇ ▇▇▇▇: ▇▇▇ ▇▇▇▇ ▇▇▇▇▇: NY Zip: 10022 SIC: 4813
Attention: ▇▇▇▇ ▇▇▇▇▇▇, Chief Operating Officer ▇▇▇▇.▇▇.: ▇▇▇▇▇▇▇▇▇
Telephone: ▇▇▇-▇▇▇-▇▇▇▇ Duns No. ▇▇-▇▇▇-▇▇▇▇
Fax: ▇▇▇-▇▇▇-▇▇▇▇
CUSTOMER SHIPPING INFORMATION:
Company Name: Same as above
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Address:
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City: State: Zip: - SIC:
---------------------- ------------ ----------- ---------
Attention:
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AE Name: Center: SID:
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AE Telephone: - - Ext.
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IMPORTANT: THIS SCHEDULE IS SUBJECT TO THE TERMS AND CONDITIONS OF THE MASTER
SERVICE AGREEMENT ON THE REVERSE SIDE, WHICH TERMS AND CONDITIONS ARE
INCORPORATED HEREIN.
AGREED TO BY: ACCEPTED BY:
Company Name: Pro Net Link Corp. DUN & BRADSTREET, INC.
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Authorized Signature: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ By: ▇. ▇▇▇▇▇▇▇
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Name (please print): ▇▇▇▇▇ ▇▇▇▇▇▇
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14
Title: VP Sales
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Title: COO Date: 5/5/00
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Date:
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REVIEWED: By: ▇. ▇▇▇▇▇▇▇ Title: DM Date: 5/5/00
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By: Title: Date:
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