1. licensing fees. 2. commissions. mmris agrees to pay licensor a commission equal to [ * * * ] percent ( [ * * * ] % ) of gross revenues for the first [ * * * ] month term of this agreement, and [ * * * ] percent ( [ * * * ] % ) of gross revenues for each additional [ * * * ] month period. " gross revenue " shall mean any gross receipts from any and all sources derived from the use of the list by mmris. c. prospective accounts. notwithstanding any other provisions of this agreement, the licensee must obtain prior approval from licensor before emailing any advertising or marketing materials to the list. licensor agrees to approve or comment on any such materials within 3 business days after receipt or it shall automatically be deemed approved. any approvals shall not be unreasonably withheld. d. conduct during the term of this agreement, the licensee and consultant agrees to act only in the best interests of licensor and comply with all applicable laws regarding mailing of the list. e. licensor agrees that it will maintain the list in compliance with all applicable laws regarding the mailing of the names on the list. during the term of this agreement and for one ( 1 ) year after termination, the licensor parties agree not to compete with mmris, work for a competitor or accept consideration of any kind from a competitor of mmris. the licensor parties acknowledge that mmris may, in connection with this agreement, provide the licensor and consultant access to mmris trade secrets, customers, pricing and other confidential and proprietary information ( the " confidential information " ). 6. confidentiality. the parties agree to retain confidential information ( including the terms of this agreement ) in strict confidence, and not to disclose confidential information to third parties or use confidential information other than to perform its duties under this agreement, unless mmris provides the licensor prior consent in writing to such disclosure or use. 8. independent contractor. the licensor and consultant are independent contractors of mmris for the term of this agreement. mmris will not withhold taxes with respect to any compensation. the licensor has no claim for benefits or compensation of any kind against mmris. notice, the complaining party may file an arbitration petition stating among other things the specific remedies sought and requesting arbitration administered by jams pursuant to its streamlined arbitration rules and