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names and addresses developed by W&H for no purpose
other than in direct connection with CLIENT’S own
projects. CLIENT shall not at any time during the life
of this Agreement or any time thereafter rent, exchange,
lease, sell or give away these names and addresses
developed as the result of the efforts of W&H to any
other parties for any purpose whatsoever. However, W&H
shall be free to use the names and addresses referred to
in Section 14 in any way it so desires and for any
purpose it may so determine.
The Contract also states that “It is expressly understood and
agreed upon that * * * Section 14 [the list ownership rights
provision] shall survive” the termination of the Contract. The
Contract also requires that, during the Contract’s term, any
computer work that petitioner wants to have done with respect to
the names developed as a result of the Contract “must be done at
W&H or at a company designated by W&H.”
The Contract provides as follows with respect to its “no-
risk” nature:
Section 9. Payments to W&H and Suppliers. W&H
assumes full obligation and responsibility for the
payment of all vendor, suppliers and W&H invoices
arising out of the fulfillment of W&H’s obligations
hereunder, said invoices to be subsequently reimbursed
by CLIENT only under the terms and conditions set forth
in this Section. CLIENT shall reimburse W&H only to the
extent that W&H has raised such funds. W&H shall have
no right or claim upon any other funds or accounts of
CLIENT. W&H shall be reimbursed for money owed to it
only out of funds obtained as a result of W&H’s efforts.
However, if CLIENT raises additional funds through their
own efforts from names that W&H has generated, these
funds shall be considered in the same category as funds
raised by W&H. People who are members of UCC or prior
donors to UCC are excluded from the provisions of this
section. In other words, W&H is liable for all expenses
connected with this contract to the extent that W&H has
not raised funds to cover those costs. This section
applies throughout this agreement.
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