Sample Business Contracts

Database Extract License Agreement - Experian Information Solutions Inc. and YP.Net Inc./Simple.Net Group

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                                                          475 Anton Boulevard
                                                          Costa Mesa, CA 9262G

                                                          714 830 7000 Telephone
                                                          714 830 2511 Facsimile


February 13, 2003

Mr. Greg Crane
YP.Net/Simple.Net Group
4840 E. Jasmine #110
Mesa, AZ 85205


Dear Mr. Crane:

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.


/s/  Jeannine A. Ford
Jeannine A. Ford
Contracts Manager
Experian Information Solutions, Inc.


cc:   Mr. Mike Green, Experian
      Ms. Coleen Bott, Experian


     This  DATABASE  EXTRACT LICENSE AGREEMENT (the "Agreement") is effective as
of  February  01,  2003  ("Effective  Date") by and between Experian Information
Solutions,  Inc.,  an  Ohio  corporation  acting  through its Business Marketing
Solutions  group,  having  offices at 600 City Parkway West, 10th Floor, Orange,
California  92868  (hereinafter  referred  to as "Experian") and YP.Net, Inc., a
Nevada  corporation, / Simple.Net Group having its principal office at 4840 East
Jasmine  Street,  Suite  105,  Mesa,  Arizona  85205  ("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
have  the  following  meanings:

     a.     "Extract"  shall  mean  data file provided by Experian consisting of
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
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
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
be  stored  by  Licensee.

     2.     License.    Subject  to  the terms and conditions of this Agreement,
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.

                                        1                                 YP Net
                                                  Database Extract License Agrmt

3.     Restrictions  on  Use  of the Extract.  Licensee agrees that it will hold
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
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,
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,
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

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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.

     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

     e)  Data  provided to Experian by Licensee shall be jointly and or severely
owned  by  each  party.

8.     Mutual  Warranty  and  Limitation  of  Liability.

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.


     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
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
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
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.

     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
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.

     a.    Audit.   During  the  Term  and for one year after the termination of
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
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
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
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:  YP.Net / Simple.Net Group
                             Address:  4840 E. Jasmine #110
                                 City   Mesa
                       State/Zip Code  AZ, 85205
                            Attn:      Greg Crane - Director

And to

                            Licensee:  Law offices of Lewis & Rocca, LLP
                             Address:  40 N. Central Ave.
                                 City   Phoenix
                       State/Zip Code  AZ,  85004
                            Attn:      Randy  Papetti

               For Experian:
               Business Marketing Solutions group
               600 City Parkway West, 10th Floor
               Orange, CA  92868

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               Attn:  Mike  Green

and to

               Experian Information Solutions, Inc
               475  Anton  Boulevard
               Costa Mesa, CA.  92626

                         Attn:    General Counsel

     e.    Excusable  Delays.  Neither  party  shall  be liable for any delay or
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
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
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
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
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
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
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
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
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.

BY ITS BUSINESS                               Simple-Net Group

By:     /s/  Roger H. Lisabeth                By:      /s/  Dan Couryor
      -----------------------------                  ---------------------------
Name:   Roger H. Lisabeth                     Name:    Dan Couryor
      -----------------------------                  ---------------------------

Title:  V.P. and G.M.                         Title:   Director
      -----------------------------                  ---------------------------

Date:   02/05/03                              Date:    1-30-03
      -----------------------------                  ---------------------------

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                                    EXHIBIT A

                        Between Experian and YP.Net, Inc.

                            Dated: February 01, 2003


Experian  agrees  to  license  to  Licensee  the  following data elements of the
Extract on the terms and conditions set forth in the Agreement.

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)


Data  elements  to  be  provided  to Experian when they are obtained through the
televerification  of  data  in  the  Database  or  from  other  sources

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

                        BETWEEN EXPERIAN AND YP.NET, 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:     Alpha,  Two  (2)  Characters  or  more


     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
          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
          a.   Street, City, State and Zip
          b.   Street, City, State
          c.   Street, City and State
          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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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                                 John Smith, President
2.   First Initial, Last Name and Title                              J Smith, President
3.   First Initial, Middle Initial, Last Name and Title              J A Smith, President
4.   Honorific, First Name, Last Name and Title                      Mr John Smith,
5.   Honorific, First Name, Middle Initial, Last Name and Title      Mr John A Smith,
6.   Honorific, First Initial, Last Name and Title                   Mr J Smith, President
7.   Honorific, First Initial, Middle Initial, Last Name and Title   Mr J A Smith, President
8.   Honorific, Last Name and Title                                  Mr Smith,
9.   Honorific, First Name and Last Name                             Mr John Smith
10.  Honorific, First Initial and Last Name                          Mr J Smith
11.  Honorific, First Initial, Middle initial and Last Name          Mr J A Smith
12.  First Name and Last Name                                        John Smith
13.  First Initial and Last Name                                     J Smith
14.  First Initial, Middle Initial and Last Name                     J A Smith

Unacceptable Combinations for Primary Principal Name

1.   First Name and Title                                John, President
2.   Last Name and Title                                 Smith, President
3.   First Name, Last Initial and Title                  John S, President
4.   First Name, Middle Initial, Last Initial and Title  John A S, President
5.   First Initial, Middle Initial and Title             J A, President
6.   First Initial and Middle Initial                    JA
7.   Middle Initial and Last Name                        A Smith
8.   First Name and Last Initial                         John S
9.   First Name                                          John
10.  Middle Initial                                      A
11.  Last Name                                           Smith

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