Exhibit 10.12
EXPERIAN
EXPERIAN
000 Xxxxx Xxxxxxxxx
Xxxxx Xxxx, XX 9262G
000 000 0000 Telephone
000 000 0000 Facsimile
xxx.xxxxxxxx.xxx
VIA FEDERAL EXPRESS
February 13, 2003
Xx. Xxxx Xxxxx
Director
XX.Xxx/Xxxxxx.Xxx Group
0000 X. Xxxxxxx #000
Xxxx, XX 00000
RE: DATABASE
BETWEEN XX.XXX, INC./XXXXXX.XXX GROUP
AND EXPERIAN INFORMATION SOLUTIONS, INC
Dear Xx. Xxxxx:
Here is a fully executed original of the subject Agreement for your file. It
has been duly executed on behalf of Experian Information Solutions, Inc.
Sincerely,
/s/ Xxxxxxxx X. Xxxx
Xxxxxxxx X. Xxxx
Contracts Manager
Experian Information Solutions, Inc.
enclosure
cc: Mr. Xxxx Xxxxx, Experian
Xx. Xxxxxx Xxxx, Experian
DATABASE
This DATABASE (the "Agreement") is effective as
of February 01, 2003 ("Effective Date") by and between Experian Information
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Solutions, Inc., an Ohio corporation acting through its Business Marketing
Solutions group, having offices at 000 Xxxx Xxxxxxx Xxxx, 00xx Xxxxx, Xxxxxx,
Xxxxxxxxxx 00000 (hereinafter referred to as "Experian") and XX.Xxx, Inc., a
Nevada corporation, / Xxxxxx.Xxx Group having its principal office at 0000 Xxxx
Xxxxxxx Xxxxxx, Xxxxx 000, Xxxx, Xxxxxxx 00000 ("Licensee").
WHEREAS, Experian has developed a Business Marketing Services database
("Database") containing records about businesses including the data elements
listed on Exhibit A; and
WHEREAS, Licensee intends to use the data in the Database to conduct
marketing activities to promote its own business and services, to conduct
certain televerification services to verify the accuracy of the data on the
Database, to report information about the Database to Experian, and will provide
new business records to Experian for inclusion in the Database; and
WHEREAS, The parties agree that the value of the Extract, as defined below,
licensed by Experian to Licensee in this Agreement has a market value of
$150,000 per year; and
WHEREAS, Experian and Licensee desire to allow Licensee to use the Extract
for the purposes as stated herein;
NOW, THEREFORE, for good and valuable consideration, and in consideration
of the mutual covenants set forth herein, and with the intent to be legally
bound hereby, the parties hereto agrees as follows:
1. Definitions. When used in this Agreement, the following terms shall
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have the following meanings:
a. "Extract" shall mean data file provided by Experian consisting of
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the data elements listed in Item 1 of Exhibit A from the then-current version of
Experian's Database.
b. "Permitted Uses". Licensee will use the data in the Extract (1) for
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Licensee's own internal use to market and promote its business and services by
telephone, internet or by mail sent to customers and prospective customers; (2)
to televerify the data in the Extract and to report to Experian the results of
the televerification; and (3) to compare and analyze the data in the Extract and
provide Experian with the results of that analysis, including but not limited
to, business records which have undeliverable addresses (mailings returned by
Post Office) and business records which are unique to Experian's Extract.
c. "Term". shall mean the Term of this Agreement. The Term shall be
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for one (1) year beginning on the date set forth above ("Effective Date"), and
shall automatically renew for additional one-year terms, unless a party gives
written notice of non-renewal to the other party at least 60 days prior to the
end of the current Term, or the Agreement is otherwise terminated sooner in
accordance with paragraph 12 hereof.
d. "Approved Site" will be the physical location where the Extract may
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be stored by Licensee.
2. License. Subject to the terms and conditions of this Agreement,
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Experian grants Licensee a non-exclusive, non-transferable, license to use the
Extract for Permitted Uses as stated in Paragraph 1b of this Agreement during
the Term in exchange for Licensee's performance of the televerification and
data analysis services.
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3. Restrictions on Use of the Extract. Licensee agrees that it will hold
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and use the Extract strictly in accordance with the following:
a. Licensee shall use the Extract solely for the Permitted Use as
stated in paragraph 1b above.
b. Licensee shall not transfer the Extract to any location other than
the Approved Site and a disaster recovery facility specified in advance and
reasonably acceptable to Experian, without Experian's prior written consent.
c. Licensee shall not, except as otherwise provided in this Agreement:
(i) modify or copy the Extract other than as needed to perform the Permitted
Uses, and except that Licensee may make a single copy of the Extract for backup
purposes; (ii) combine the Extract or any information contained therein with, or
include the Extract or any information contained therein in any Licensee file or
database or (iii) sell, resell, license, sublicense or otherwise disclose or
allow any third party access to the Extract or any information contained
therein, except as otherwise permitted in this Agreement.
d. Licensee shall issue direction and appropriate instructions
regarding the restrictions set forth in this Agreement to any employee having
access to the Extract and shall implement security measures to prevent the
accidental or unauthorized use or release of Extract or any information
contained therein.
e. Licensee shall comply with all applicable laws, rules and
regulations in connection with its use of the Extract.
f. Licensee understands that the Extract has not been collected for
credit purposes and is not intended to be indicative of any consumer's credit
worthiness, credit standing, credit capacity, or other characteristics listed in
Section 603(d) of the Fair Credit Reporting Act ("FCRA"), 15 USC Section 1681a,
and that Experian does not intend to furnish "consumer reports" as such terms
are defined in the FCRA. Licensee agrees that it shall not use the Extract or
any information contained therein as a factor in establishing any consumer's
eligibility for (i) credit or insurance used primarily for personal, family or
household purposes, (ii) employment purposes, or (iii) other purposes authorized
under Section 604 of the FCRA.
4. Delivery and Format of the Extract; Updates. Experian shall deliver to
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Licensee the Extract upon a date and in a format and electronic medium, such as
CD-ROMs, diskettes or magnetic tapes, to be agreed upon by the parties.
Experian shall provide to Licensee, on a quarterly basis, a fully refreshed data
file of the Extract.
5. Integration of Extract. Licensee shall, at its own cost and expense,
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provide equipment and software necessary to permit its use of the Extract and
shall be solely responsible for any defects, malfunctions or other problems that
may arise in connection with such equipment and software.
6. Alteration, Limitations. Experian may, without notice to Licensee,
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modify the Extract, including, without limitation, its format. Experian will
use reasonable efforts to give Licensee at least thirty (30) days' written
notice of any substantial modification to the Extract. Experian shall give
Licensee thirty (30) days' written notice before making any substantial
modifications to the format of the Extract. At the reasonable request of
Licensee, Experian shall provide Licensee with technical assistance so that
Licensee may use the Extract, including Experian's modifications thereof, as
provided herein. Licensee acknowledges that the Extract may be subject to the
rights of third parties to regulate the availability of certain information to
Licensee, and agrees that nothing in this Agreement shall obligate Experian to
provide information in contravention of such regulation. In the event that,
due to a change in applicable law, Experian believes its right to provide
certain types of information to Licensee has been adversely affected, or
Experian
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anticipates that such a change will occur, Experian may terminate this Agreement
and the license set forth herein as it applies to such information by giving at
least fifteen (15) days written notice thereof to Licensee. If such partial
termination substantially adversely affects the ability of Licensee to service
its customers, Licensee may terminate this Agreement by giving Experian at least
fifteen (15) days written notice.
7. Televerification and Data Services.
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a) Licensee will either directly, or through a third party vendor,
conduct televerification of the data in the Extract. Licensee will provide to
Experian the data elements, as are listed on Exhibit A, Item No. 2, which are
televerified. Licensee will provide to Experian televerified data for a minimum
of 100,000 businesses per year that either appear on the Experian Database or
are derived from other sources which may be provided to Experian for inclusion
in the Database. Experian will update, append and otherwise incorporate all
televerified data into the Experian Database.
b) Licensee, or the vendor used by Licensee for the televerification
activities, must meet Experian's data quality guidelines for televerification
services. The guidelines are attached as Exhibit B hereto and will be provided
to the vendor.
c) Licensee shall deliver to Experian the televerified data in a format
and electronic medium, such as CD-ROMs, diskettes or magnetic tapes, to be
agreed upon by the parties. Licensee will provide televerified records to
Experian on a schedule as agreed upon by the parties but no less than quarterly.
d) Experian will request its televerification vendors to offer to
provide Licensee the televerification services required under this Agreement at
the same price that Experian is charged for equivalent televerification
services.
e) Data provided to Experian by Licensee shall be jointly and or severely
owned by each party.
8. Mutual Warranty and Limitation of Liability.
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a) EXPERIAN MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH
RESPECT TO THE EXTRACT INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY WARRANTIES THAT THE
EXTRACT, IS CURRENT, ACCURATE, COMPLETE, OR FREE OF ERRORS. The verified,
provided or enhanced data provided by Licensee shall be as accurate as possible
in light of industry standards for the collection of such data. Licensee
warrants that it has the full legal right to provide the data to Experian for
Experian's use under the terms of this Agreement.
b) UNDER NO CIRCUMSTANCES WILL EXPERIAN, LICENSEE OR THEIR
LICENSORS OR SUPPLIERS BE LIABLE FOR INCIDENTAL, SPECIAL OR CONSEQUENTIAL
DAMAGES, INCLUDING BUT NOT LIMITED TO, LOST PROFITS, LOST DATA, OR LOST
BUSINESS, EVEN IF SUCH PARTY WAS AWARE OF THE POSSIBILITY THEREOF.
c) Experian's and Licensee's sole remedy for any claim under this
Agreement, regardless of the cause or form of action, and Experian's and
Licensee's (and its licensors and suppliers) maximum liability under this
Agreement for such claim, shall be, at the liable party's sole option, the
liable party's s provision of data equivalent to the data which is the subject
of the claim or recipients direct damages up to, but not in excess of, the total
amount of the market value for the use of the Extract, verified, provided or
enhanced data for the transaction on which the claim is based.
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9. Mutual indemnity. Both parties agree to indemnify and hold each other
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harmless from and against any and all liabilities, damages, losses, claims,
costs, and expenses (including attorney's fees) arising out of or resulting from
the other party's or any end user's use of the, verified, provided or enhanced
data provided by Licensee, Experian Extract or any data from the Extract
including, without limitation, (i) failure to observe any use restriction set
forth herein; (ii) any claim alleging that either party or any end user violated
the legal rights of another person; (iii) any claim by a third party alleging
that either party failed to perform the services properly; or (iv) any
misrepresentation or breach of warranty by either party or either party's
nonperformance of any obligations imposed on it by this Agreement.
10. Ownership of Extract. Licensee acknowledges that it has no right or
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interest in the Extract except as expressly provided by this Agreement, that its
rights to use the Extract are limited to those expressly provided in this
Agreement, and that title to the Extract and other materials furnished to
Licensee by Experian in connection with this Agreement is vested exclusively in
Experian. Licensee shall not take any actions adverse to Experian's ownership
rights in the Extract.
11. Confidentiality. The parties acknowledge that it will be necessary to
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provide access to confidential and/or proprietary information ("Proprietary
Information") to each other in connection with this Agreement. Proprietary
Information shall be clearly identified or labeled as such by the disclosing
party at the time of disclosure. Each party shall protect the confidentiality
of the Proprietary Information of the other party in the same manner as it
protects its own proprietary information of like kind. The parties shall return
all Proprietary Information of the other upon the earlier of a request by the
disclosing party or upon termination of this Agreement. Neither party shall
reproduce, disclose or use the Proprietary Information of the other without
written authorization of the other except in performing its obligations under
this Agreement or as required by law. The terms and conditions of this Agreement
shall be considered Proprietary Information and shall not be disclosed by either
party to any third party. The limitations on reproduction, disclosure, or use
of Proprietary Information shall not apply to Proprietary Information which (a)
was developed independently by the party receiving it; (b) was lawfully received
from other sources without an obligation of confidence; (c) is published or
otherwise disclosed to others by the disclosing party without restriction, or
otherwise comes within the public knowledge or becomes generally known to the
public without breach of this Agreement.
12. Termination.
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a. This Agreement and the license granted hereunder may be terminated
by either party (the "non-breaching party") upon written notice of termination
in the event that the other party (the "breaching party") materially fails to
perform or observe any material term or provision of this Agreement, and does
not cure such breach in all material respects within thirty (30) days following
written notice from the non-breaching party demanding the correction of such
breach (which notice shall describe such breach in sufficient detail to permit
the breaching party to correct such breach); provided, however, that in the
event of a payment default, the thirty (30) day period referenced in this
paragraph 12(a) shall be reduced to five (5) days. It shall be considered a
material breach of this Agreement if the televerified data provided by Licensee
to Experian fails to meets Experian's data quality guidelines.
b. Either party may terminate this Agreement by providing thirty (30)
days written notice to the other party in the event that the other party makes a
general assignment for the benefit of creditors, or files voluntary petition
in bankruptcy or files for reorganization or rearrangement under the
bankruptcy laws, or if a petition in bankruptcy is filed against such other
party and days after the filing, or if a receiver of trustee is appointed for
all or any substantial party of property or assets of such other party.
c. Either party may, on thirty (30) days prior written notice to the
other party, terminate this Agreement in the event the licensed data in the
Extract becomes significantly
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restricted in its use, by operation of law or by contract, such that it cannot
lawfully be provided to or used by Licensee.
13 Post-termination Obligations. Upon the termination of this Agreement for
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any reason, Licensee's license to use the Extract shall terminate and Licensee
shall immediately cease all use of the Extract. Licensee shall within thirty
(30) days of the date of termination destroy or return to Experian all copies of
the Extract in its possession or control, and shall provide to Experian a
certification signed by an officer of Licensee evidencing such return or
destruction. The provisions of paragraphs 9, 10, 11, 13 and 14(a) shall survive
any termination or expiration of this Agreement.
14. Miscellaneous.
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a. Audit. During the Term and for one year after the termination of
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this Agreement, Licensee shall, upon request, provide to Experian or an auditor
designated by Experian access to Licensee's records reasonably pertaining to
Licensee's compliance with the terms of this Agreement.
b. Publicity. Licensee will not release information concerning this
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Agreement without the consent of Experian. Nothing herein, however, shall
limit Licensee from making disclosures required by law or regulation.
c. Relationship of the Parties. The parties acknowledge that the
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relationship between Experian and Licensee shall be construed solely as that of
independent contractors. The parties further acknowledge that any and all rights
not expressly granted pursuant to this Agreement are reserved to the respective
party originally holding such rights and that neither party shall have any
right, power or authority to in any way obligate the Other to any contract, term
or condition not set forth herein.
d. Notices. All notices and other communication required or permitted to
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be given under this Agreement shall be in writing and shall be effective (a)
when delivered personally; (b) when transmitted by electronic facsimile device
or electronic mail; (c) upon receipt of such notice by Federal Express or other
overnight delivery services; or (d) upon deposit in the U.S. Mail, certified or
registered mail, postage prepaid and return receipt requested, addressed to the
other party at its address set forth below, unless by notice a different address
shall have been designated for giving notice hereunder.
For Licensee:
Licensee: XX.Xxx / Xxxxxx.Xxx Group
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Address: 0000 X. Xxxxxxx #000
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City Mesa
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Xxxxx/Xxx Xxxx XX, 00000
Attn: Xxxx Xxxxx - Director
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And to
Licensee: Law offices of Xxxxx & Xxxxx, LLP
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Address: 00 X. Xxxxxxx Xxx.
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City Phoenix
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State/Zip Code AZ, 85004
Attn: Xxxxx Xxxxxxx
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For Experian:
Experian
Business Marketing Solutions group
000 Xxxx Xxxxxxx Xxxx, 00xx Xxxxx
Xxxxxx, XX 00000
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Attn: Xxxx Xxxxx
and to
Experian Information Solutions, Inc
000 Xxxxx Xxxxxxxxx
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Xxxxx Xxxx, XX. 00000
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Attn: General Counsel
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e. Excusable Delays. Neither party shall be liable for any delay or
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failure in its performance of any of the acts required by this Agreement when
such delay or failure arises due to causes beyond the reasonable control of such
party. Such causes may include, without limitation, acts of God or public
enemies, labor disputes, material or component shortages, supplier failures,
embargoes, rationing, acts of local, state or national governments or public
agencies, utility or communication failures or delays, fire, flood, epidemics,
riots, and strikes. The time for performance of any act delayed by such causes
shall be postponed for a period equal to the delay; provided, however, that the
party so affected shall give prompt notice to the other party of such delay. The
party so affected, however, shall use its best effort to promptly avoid or
remove such causes of non performance and to complete performance of the act
delayed, whenever such causes are removed.
f. Assignment. This Agreement shall be binding upon and inure to the
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benefit of the parties hereto and their successors. Licensee may assign any of
its rights or obligations under this Agreement without the prior written consent
of Experian. Notwithstanding the foregoing, however, Licensee may assign its
interest and property right in this Agreement, in whole or in part, to a
successor of substantially all of its business or of any particular product line
for which this Agreement has been entered into by Licensee, and such succession
shall include but not be limited to acquisition, merger, change of corporate
name or change in the makeup, organization or identity of Licensee so long as
such successor agrees to abide by the terms and conditions of this Agreement.
g. Amendment. No statement or writing subsequent to the date of this
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contract purporting to modify, change or add to the terms and conditions here
will be binding unless consented to in writing by duly authorized
representatives of Experian and Licensee in a document making specific
references to this Agreement.
h. Severability. If any provision of this Agreement Is determined to be
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invalid or unenforceable, the remaining portions hereof shall not be affected
thereby and shall be binding upon the parties hereto and shall be enforceable as
though said invalid or unenforceable provision were not contained herein,
i. Headings. The headings in this Agreement are intended solely for
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convenience of reference and shall be given no effect in the interpretation or
construction of this Agreement.
j. Applicable Law. This Agreement shall be governed in all respects by the
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law of the State of California without giving effect to principles of conflicts
of law.
k. Binding Arbitration. If the parties are unable to resolve a dispute
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arising out of or relating to this Agreement or the parties' respective rights
and duties hereunder, then the parties will resolve such dispute in a binding
arbitration conducted under the auspices of the American Arbitration Association
in Orange County, California.
l. Attorney's Fees. The prevailing party in any legal action brought by
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one party against the other arising out of the breach or alleged breach of this
Agreement shall be entitled, in addition to any other rights or remedies it may
have, to reimbursement for its expenses, including court
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costs and reasonable attorney's fees,
m. Contract in Entirety. This Agreement sets forth the entire agreement and
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understanding between the parties as to the subject matter hereof and merges and
supersedes all prior discussions, agreements and understandings of any kind and
every nature between them.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first written above.
EXPERIAN INFORMATION SOLUTIONS, INC. XX.Xxx, Inc.,
BY ITS BUSINESS Simple-Net Group
MARKETING SOLUTIONS GROUP
By: /s/ Xxxxx X. Xxxxxxxx By: /s/ Xxx Couryor
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Name: Xxxxx X. Xxxxxxxx Name: Xxx Couryor
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Title: V.P. and G.M. Title: Director
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Date: 02/05/03 Date: 1-30-03
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EXHIBIT A
TO
DATABASE
Between Experian and XX.Xxx, Inc.
Dated: February 01, 2003
ITEM NO. 1: DATA ELEMENTS OF EXTRACT
Experian agrees to license to Licensee the following data elements of the
Extract on the terms and conditions set forth in the Agreement.
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Company Name
Contact Name and Title
Company Address (including City, State)
Company Phone Number
Company Zip Code
Company SIC Code
SIC Definitions
Geography codes (where available)
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ITEM NO. 2: XX.XXX, INC. TELEVERIFIED DATA ELEMENTS
Data elements to be provided to Experian when they are obtained through the
televerification of data in the Database or from other sources
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Business Name
Address (City, State, Zip Code)
Contact Name and Title
Telephone Number
Any other fields Licensee collects that Experian deems valuable
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EXHIBIT B
TO
DATABASE
BETWEEN EXPERIAN AND XX.XXX, INC.
DATED: FEBRUARY 01, 2003
EXPERIAN QUALITY STANDARDS
Experian prefers to explicit and proactive in defining how we expect data
to look and perform. Adhering to the following quality guidelines will
ensure that every record being sent to Experian already meets our strict
quality standards thus virtually eliminating any errors and the subsequent
need to reject said records back to the vendor.
Compliance with the rules and definitions set forth here will warrant that
the data being sent to Experian performs as anticipated when loaded to our
database. Compliance with these data rules and definitions will also help
to ensure timely and accurate payment to the vendors for all their hard
work in building the world's premiere business database.
BUSINESS NAME
Business Name: Alpha, Two (2) Characters or more
ADDRESS
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1. Street: Must be a minimum of four characters including spaces. Any
character that is not a letter or a number is not acceptable (i.e. no
symbols).
a. The street address must also contain pre-directional,
post-directional and suite number if appropriate.
2. City: Must be populated and contain only alpha characters
3. State: Standard U.S. State Abbreviations
4. Zip: Zip 5
5. Minimum acceptable Address criteria consists of either of the
following:
a. Street, City, State and Zip
b. Street, City, State
c. Street, City and State
OR
d. Street and Zip
PHONE Number
1. The telephone number shall be for business addresses located within
the United States only.
2. The telephone number shall consist of a three (3) digit Area Code, a
three (3) digit prefix and a four (4) digit suffix.
3. An Area Code must be present in order for the Primary Phone Number to
be valid. Any Area Code not currently in service shall not be
considered a valid Area Code for the purposes of our data.
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PRIMARY PRINCIPAL (CONTACT NAME)
If the acceptable criteria are not met for the Primary Principal name(s), then
no information is to be submitted.
Primary Principal Name Acceptable Criteria
(Minimum of Honorific and Full Last Name or First Initial and Full Last Name)
1. First Name, Last Name and Title Xxxx Xxxxx, President
2. First Initial, Last Name and Title J Xxxxx, President
3. First Initial, Middle Initial, Last Name and Title X X Xxxxx, President
4. Honorific, First Name, Last Name and Title Mr Xxxx Xxxxx,
President
5. Honorific, First Name, Middle Initial, Last Name and Title Xx Xxxx X Xxxxx,
President
6. Honorific, First Initial, Last Name and Title Mr J Xxxxx, President
7. Honorific, First Initial, Middle Initial, Last Name and Title Xx X X Xxxxx, President
8. Honorific, Last Name and Title Xx Xxxxx,
President
9. Honorific, First Name and Last Name Mr Xxxx Xxxxx
10. Honorific, First Initial and Last Name Mr J Xxxxx
11. Honorific, First Initial, Middle initial and Last Name Xx X X Xxxxx
12. First Name and Last Name Xxxx Xxxxx
13. First Initial and Last Name J Xxxxx
14. First Initial, Middle Initial and Last Name X X Xxxxx
Unacceptable Combinations for Primary Principal Name
1. First Name and Title Xxxx, President
2. Last Name and Title Xxxxx, President
3. First Name, Last Initial and Title Xxxx S, President
4. First Name, Middle Initial, Last Initial and Title Xxxx A S, President
5. First Initial, Middle Initial and Title X X, President
6. First Initial and Middle Initial JA
7. Middle Initial and Last Name A Xxxxx
8. First Name and Last Initial Xxxx S
9. First Name Xxxx
10. Middle Initial A
11. Last Name Xxxxx
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