The following template is for Members that do phone research and are provided telephone contact lists by their clients. Each circumstance is different and you should independently determine if this form makes the most sense for your particular circumstances.

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_________________ (“Client”) and _________(“Company”) have separately agreed pursuant to that certain [Purchase order] [Scope of Work] [Agreement] [1]dated the  ____ day of _________201__[FILL IN] for Company to provide certain telephone research services on behalf of Client (the “Services”). Both Company and Client are also collectively referred to herein as the “Parties”.

For good and valuable consideration, the receipt of which is hereby acknowledged, in connection with the Services, both Company and Client further agree to this CRWCI Agreement as follows:

Representations, Warranties and Covenants.

1. Representations, Warranties and Covenants.  Client represents, warrants and covenants that:

  1. Client has the full power and authority to enter into this CRWCI Agreement and to carry out its obligations hereunder;
  2. Client has no outstanding agreement or obligation that is in conflict with any of the provisions of this CRWCI Agreement, or that would preclude Client from complying with the provisions hereof, and will not enter into any such conflicting agreement during the term of this CRWCI Agreement and that in the event of any conflict between the terms of this CRWCI Agreement and any prior agreement between the Parties, this CRWCI Agreement shall control;
  3. Client will comply with all applicable laws, rules and regulations;
  4. That any and all individuals contained on telephone lists provided by Client to Company have provided their express consent to be contacted, pursuant to all applicable federal and state laws; and
  5. That the term of this CRWCI Agreement shall last for as long as the Services are in effect.

2. Indemnification.

     Indemnification.[2] Client agrees to defend, indemnify, and hold Company harmless from and against any and all damages, losses, liabilities, costs and expenses (including without limitation, litigation costs and reasonable attorneys’ fees) incurred by Company as a result of any claim, judgment or proceeding against Company:  (a) allegedly related to, arising out of or in connection any breach or alleged breach or failure of any of the covenants, representations, warranties, or obligations of Client under this Agreement; or (b) any other breach under this CRWCI Agreement by Client.   Company will promptly notify Client of any such claim, judgment or proceeding in writing and shall allow Client the opportunity to settle such claim, judgment or proceeding at Client’s sole expense. For the avoidance of doubt, the indemnification obligations shall survive termination of this CRWCI Agreement.

Agreed to and acknowledged by both Client and Company:
___________                                                                                                                                ____________
Client                                                                                                                                             Company
Print Name:                                                                                                                                    Print Name:
Title:                                                                                                                                              Title:
Date:                                                                                                                                              Date:

 

[1] Note that such SOW, POs or Services Agreements should be put in place if they have not been already.

[2] In any indemnification, the solvency and financial wherewithal should be assessed. Insurance coverages for these purposes (both yours and that of the Client) should be assessed and understood as well.

NOTE: THIS IS A LEGAL TEMPLATE FOR REFERENCE PURPOSES ONLY. EACH AND EVERY CIRCUMSTANCE IS UNIQUE.  LEGAL COUNSEL OR A PARTY WITH THE REQUISITE SKILL AND EXPERIENCE SHOULD BE CONSULTED.