Sample Mailing List Agreement

[B] Agreement

PLEASE READ THE AGREEMENT ("Agreement") CAREFULLY BEFORE SIGNING.

The SDMS membership list ("List") is the property of the Society of Diagnostic Medical Sonography (SDMS), and you are licensed ("Licensee") to use the list pursuant to the Terms and Conditions of this Agreement. If you are a representative of a business or corporation, you understand that you are signing this Agreement on behalf of the business or corporation and that all provisions of this Agreement apply to that business or corporation.

SDMS grants a limited, single use, non-exclusive, non-transferable license to use the list for the sole purpose as submitted to SDMS by the licensee. Any change in the use of the list (as described and submitted to SDMS), requires prior written approval from SDMS.

The list is proprietary information belonging to the SDMS, who retains exclusive title to and ownership of all rights in the list. These rights are protected under copyright, trade secret and other intellectual property laws and by this Agreement. Any uses not specifically authorized or licensed under this Agreement are prohibited and reserved by SDMS. Licensee’s physical possession of the list does not imply any rights that are not specifically licensed in this Agreement.

All information licensed to Licensee pursuant to this agreement is provided for the exclusive use of the Licensee. Licensee agrees that unauthorized use or conveyance of the list, in part or in whole, infringes on SDMS’ copyright and trade secrets, is a breach of this Agreement and may cause irreparable harm to SDMS.

Licensee will not make unauthorized use or conveyance of the list, including without limitation making the list available to a competitor of SDMS. Licensee will not use the list to enhance, overlay, tag or add information to any other list, file, or database. Except as expressly set forth herein, no part of the list may be modified, copied, or distributed in any media without SDMS’ express prior approval.

Licensee is responsible for safeguarding the list at all times from being used or reproduced in any way contrary to the limited license rights granted herein. Licensee may use competent employees, agents, representatives, vendors, or other service providers to process permitted uses, so long as they are advised of the limitations set forth in this Agreement. Licensee is responsible for compliance by any other parties with this Agreement.

Licensee shall take reasonable steps to protect the list using methods at least equivalent to the steps Licensee takes to protect its own proprietary information, but not less than a reasonable standard, during the Term of this Agreement, and for a period of time until the list is properly destroyed and shall prevent the duplication or disclosure of lists other than as provided by this Agreement.

Licensee’s use of the list will be conducted in accordance with all applicable laws, regulations, and accepted industry standards. Licensee will not alter, eliminate or otherwise make ineffective the decoys that have been placed in the list by SDMS to help detect unauthorized usage.

SDMS provides information to licensee with the express understanding that all communications and actions by the licensee are their own and the content and method shall comply with all applicable laws and regulations. In the event of a third party dispute, licensee agrees to indemnify SDMS for any costs related to defense or damages, including reasonable attorney fees and court costs.

Provision of a list by SDMS does not imply approval or endorsement of products, programs, or services provided by the Licensee. Each list rental is a separate contract between SDMS and the Licensee and shall imply no obligation of SDMS to enter into future contracts for the use of this list.

Upon termination of this Agreement or use of the list by Licensee, the Licensee shall ensure that all copies of the list are completed destroyed, deleted, scratched, and purged from all mediums, including without limitation electronic storage, email, disk, tape, and printed documents. All provisions relating to the protection of SDMS proprietary rights shall survive termination or cancellation of this Agreement.

If the Licensee uses the list in a manner that is not in compliance with this agreement, the Licensee agrees to pay a penalty of up to $5000 per use of the list plus any attorney fees and court costs. The Licensee understands that the SDMS may also refuse, at it’s sole option, to provide the list to the Licensee in the future.

Although SDMS uses reasonable efforts to ensure accuracy of the lists, SDMS does not represent or warrant that the information contained in the list is complete or free from error, and hereby expressly disclaim any liability to any person for any loss or damage (including but not limited to postage, returned mail fees, etc.) caused by errors or omissions in the list, whether such errors or omissions result from negligence, accident, or any other cause.

SDMS does not provide technical support for the use of the list. The list is provided in standard ASCII, comma-delimited text format (first row contains column/field names).

This agreement shall be governed by, construed and interpreted according to laws of the State of Texas as if executed and fully performed in that Sate, and exclusive jurisdiction of all disputes hereunder shall lie in the courts of the State of Texas. The parties hereby submit to the jurisdiction of those courts with respect to such disputes only.

I hereby acknowledge that I have read this agreement and warrant that I am authorized to sign on behalf of my company or organization. I understand that by signing this agreement, I and/or my company or organization is bound by the terms of this agreement.

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Signature of Authorized Representative          Date

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Name and Title (Print)                          Title (Print)

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Company/Organization (Print)