Customer List Purchase Agreement Template

Customer List Purchase Agreement Template

This Customer List Purchase Agreement (“Agreement”) is made as of [Date of Agreement].

1. Parties

Seller (Data Provider)
Full Legal Name: [Seller Full Legal Name]
Business Name (if any): [Seller Business Name]
Entity Type: [Corporation / LLC / Partnership / Sole Proprietor / Other]
Registration / Company Number: [Registration Number]
Address: [Seller Address]
Phone: [Seller Phone Number]
Email: [Seller Email Address]

Buyer (Data Recipient)
Full Legal Name: [Buyer Full Legal Name]
Business Name (if any): [Buyer Business Name]
Entity Type: [Corporation / LLC / Partnership / Sole Proprietor / Other]
Registration / Company Number: [Registration Number]
Address: [Buyer Address]
Phone: [Buyer Phone Number]
Email: [Buyer Email Address]

2. Customer List and Definitions

2.1 Customer List

Seller agrees to sell and transfer to Buyer the customer list described below (the “Customer List”):

List Name / Reference: [Customer List Name or Identifier]
Business / Brand Associated with List: [Business or Brand]
Target Segment / Sector: [Industry / Segment]

2.2 Data Fields

The Customer List includes the following types of data (to the extent available):

• Customer Name: [Yes / No]

• Company Name: [Yes / No]

• Email Address: [Yes / No]

• Phone Number: [Yes / No]

• Postal / Billing / Shipping Address: [Yes / No]

• Job Title / Role: [Yes / No]

• Purchase History / Transaction Data: [Yes / No or Description]

• Preferences / Tags / Segmentation: [Yes / No or Description]

• Other Data Fields: [Description]

2.3 Definitions

“Data Protection Laws” means all applicable privacy, data protection, and electronic marketing laws and regulations in the territories where the data subjects are located.

“Personal Data” means any information relating to an identified or identifiable individual included in the Customer List.

3. Transfer Type and Scope

3.1 Transfer Type

The parties agree that the transfer of the Customer List is:

☐ Exclusive: Seller will not sell, license, or otherwise provide the same Customer List (or a substantially similar list) to any other third party after the Effective Date.

☐ Non-Exclusive: Seller may continue to use, sell, or license the Customer List to other parties, subject to its obligations under this Agreement and applicable law.

3.2 Territory and Use

Buyer may use the Customer List in the following territory or markets:

Territory: [Countries / Regions / “Worldwide”]

Permitted Use:

• Direct marketing and outreach relating to Buyer’s products or services;

• Analysis and segmentation for Buyer’s internal business purposes;

• Other permitted uses: [Description].

Buyer may not:

• Use the Customer List for unlawful purposes or in violation of any Data Protection Laws;

• Resell, transfer, or sublicense the Customer List to third parties, except as expressly agreed in writing.

4. Purchase Price and Payment

4.1 Purchase Price

The total purchase price for the Customer List (the “Purchase Price”) is:

Purchase Price: [Amount and Currency]

4.2 Payment Terms

Buyer will pay the Purchase Price to Seller as follows:

Amount Due on Signing: [Amount and Currency]
Amount Due on Delivery / Effective Date: [Amount and Currency]
Other Payment Terms (if any): [Installments, Milestones, Payment Schedule]

Payment Method: [Bank Transfer / Wire / Check / Other]
Payee and Payment Details: [Payee Name and Account Details]

5. Delivery and Format

5.1 Delivery Method

Seller will deliver the Customer List to Buyer in the following format and manner:

Format: [CSV / XLSX / Database Export / CRM Export / Other]
Delivery Method: [Secure Download Link / Encrypted Email / Secure File Transfer / Physical Media]

5.2 Delivery Date

Seller will deliver the Customer List to Buyer on or before:

Delivery Date: [Delivery Date or Delivery Timeframe]

5.3 Confirmation

Upon delivery, Buyer will confirm receipt of the Customer List in writing or by email to Seller.

6. Seller’s Representations and Warranties

Seller represents and warrants to Buyer that, as of the Effective Date and the Delivery Date:

a) Ownership / Rights
Seller has the right, authority, and any necessary consents or licenses to sell and transfer the Customer List to Buyer as described in this Agreement.

b) Compliance and Lawful Collection
To Seller’s knowledge, the Personal Data in the Customer List was collected and processed in compliance with applicable Data Protection Laws, including any consent or notice requirements for marketing and data sharing that apply to Seller.

c) No Unauthorised Sharing
To Seller’s knowledge, the transfer of the Customer List to Buyer as described in this Agreement is not prohibited by Seller’s privacy notices, contractual commitments, or applicable Data Protection Laws.

d) No Hidden Liens
The Customer List is not subject to any undisclosed lien, pledge, security interest, or other encumbrance that would prevent its transfer to Buyer.

e) No Guaranteed Results
Seller does not guarantee any particular sales volume, response rate, or outcome from Buyer’s use of the Customer List.

7. Buyer’s Covenants and Obligations

Buyer agrees that:

a) Buyer will use the Customer List only for the Permitted Use in Section 3.2 and in compliance with applicable Data Protection Laws and marketing rules.

b) Buyer will include any required opt-out or unsubscribe mechanisms in its communications and will honor requests from individuals to stop receiving communications.

c) Buyer will implement reasonable technical and organizational measures to protect the Customer List against unauthorized access, loss, or misuse.

d) Buyer will not represent to data subjects that the Customer List was collected directly by Buyer unless that statement is accurate and lawful in the circumstances.

8. Data Protection and Security

8.1 Data Processing

To the extent that Buyer processes Personal Data within the Customer List, Buyer will act as a data controller or similar role (as defined under applicable Data Protection Laws) and will comply with all obligations that apply to that role.

8.2 Security Measures

Buyer will maintain reasonable security measures designed to protect the Customer List from unauthorized access, alteration, or disclosure, including:

• Access controls limiting use of the Customer List to authorized personnel;

• Reasonable technical safeguards (such as encryption in transit, where appropriate);

• Internal policies on acceptable use and data handling.

8.3 Data Subject Rights

If Buyer receives a request from a data subject to exercise rights under applicable Data Protection Laws (such as access, correction, deletion, or objection rights), Buyer is responsible for responding in accordance with those laws. If such a request relates specifically to Seller’s prior processing, Buyer may, where appropriate, ask Seller to assist.

9. Non-Solicitation and Non-Compete (Optional and Adaptable)

If the parties wish to include non-solicitation or non-compete terms relating to the Customer List, they may complete this section:

Restricted Period: [Number of Months/Years]
Restricted Territory: [Territory]

During the Restricted Period and within the Restricted Territory, Seller will not:

• Use the Customer List to market competing products or services to the customers identified in the Customer List; or

• Sell or license a substantially identical copy of the Customer List to a direct competitor of Buyer, if the transfer is intended to be exclusive.

10. Indemnification and Limitations

10.1 Indemnification by Seller

Seller will indemnify and hold harmless Buyer from reasonable losses, damages, and direct costs (including reasonable legal fees) arising from:

• Any breach by Seller of the representations and warranties in Section 6; or

• Any claim that the sale and transfer of the Customer List under this Agreement violates the rights of a third party, including alleged unauthorized sharing of the Customer List.

10.2 Indemnification by Buyer

Buyer will indemnify and hold harmless Seller from reasonable losses, damages, and direct costs (including reasonable legal fees) arising from:

• Buyer’s use of the Customer List in violation of applicable Data Protection Laws; or

• Buyer’s use of the Customer List in breach of this Agreement.

10.3 Limitation of Liability

Except for fraud, intentional misconduct, or liability that cannot be limited by law, neither party is liable to the other for indirect, consequential, or punitive damages arising out of this Agreement.

11. Term and Termination

11.1 Term

This Agreement becomes effective on the Effective Date and continues in force until each party has performed its payment and delivery obligations, and for so long as any ongoing obligations (such as confidentiality, data protection, or non-solicitation) remain in effect by their terms.

11.2 Survival

The following obligations survive termination or completion of this Agreement:

• Data protection and confidentiality obligations;

• Indemnification obligations;

• Any non-solicitation or non-compete obligations stated to last beyond delivery;

• Governing law and dispute resolution provisions.

12. Confidentiality

Each party will keep confidential the terms of this Agreement and any non-public information received from the other party in connection with the Customer List, except:

• As required by law or court order;

• As needed for professional advisors who are bound by confidentiality duties;

• As necessary to enforce rights under this Agreement.

13. Governing Law and Dispute Resolution

Governing Law: [State/Province, Country]

Any dispute arising out of or relating to this Agreement will be handled according to the laws of the jurisdiction stated above.

Dispute Resolution Method: [Court Jurisdiction / Arbitration / Mediation followed by Court or Arbitration]

14. Notices

Any notice under this Agreement must be in writing and sent to the addresses or email addresses stated in Section 1 (or any updated address notified in writing).

Permitted methods:

• Personal delivery or courier;

• Registered or certified mail, return receipt requested;

• Email to the listed email addresses with reasonable evidence of sending.

15. Entire Agreement and Amendments

This Agreement contains the entire understanding between the parties regarding the sale and transfer of the Customer List and replaces any prior written or oral agreements on the same subject.

Any amendment or modification must be in writing and signed by both Seller and Buyer.

16. Severability

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions will continue in full force and effect, as far as permitted by law.

17. Counterparts and Electronic Signatures

This Agreement may be signed in counterparts, each of which is considered an original, and all of which together form one agreement. Signatures delivered electronically will have the same effect as original signatures, to the extent allowed by law.

Signatures

Seller:
Signature: _______________________________
Printed Name: [Seller Full Legal Name]
Title (if signing for a business): [Seller Title]
Date: [Date Signed by Seller]

Buyer:
Signature: _______________________________
Printed Name: [Buyer Full Legal Name]
Title (if signing for a business): [Buyer Title]
Date: [Date Signed by Buyer]

Witnesses (If Used)

Witness 1:
Signature: _______________________________
Printed Name: [Witness 1 Full Legal Name]
Address: [Witness 1 Address]
Date: [Date Signed by Witness 1]

Witness 2 (if required):
Signature: _______________________________
Printed Name: [Witness 2 Full Legal Name]
Address: [Witness 2 Address]
Date: [Date Signed by Witness 2]

Notary Acknowledgment (If Required)

State/Province of [State/Province]
County of [County]

On [Notarization Date], before me, [Notary Full Name], a Notary Public, personally appeared [Seller Full Legal Name] and [Buyer Full Legal Name], who proved their identities on the basis of satisfactory evidence and acknowledged that they executed this Customer List Purchase Agreement for the purposes stated in it.

Notary Public Signature: _______________________________
Notary Public Printed Name: [Notary Full Name]
My Commission Expires: [Commission Expiration Date]
Notary Seal: ☐