Business Analytics Document

BUSINESS ANALYTICS DOCUMENT

Parties

This Business Analytics Document (the "Agreement") is made and entered into as of by and between the Service Provider named above and the Client named above.

Whereas

WHEREAS, Service Provider is engaged in the business of performing data collection, analysis, modeling and reporting services for commercial clients; and

WHEREAS, Client desires to obtain from Service Provider certain analytics services and deliverables described in this Agreement, and Service Provider is willing to provide such services under the terms set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement, the parties agree as follows.

Scope of Work

Service Provider shall perform analytics services including, but not limited to, data ingestion, cleansing, exploratory analysis, predictive modeling, dashboard development and delivery of written reports. Deliverables, milestones, acceptance criteria and reporting frequency are set forth below and in the detailed Scope of Work.

Payment Terms

In consideration for the Services and Deliverables, Client shall pay Service Provider the fees described below. All fees are exclusive of taxes unless otherwise stated. Payment obligations survive termination to the extent described herein.

Late payments shall accrue interest at the rate of % per month on the unpaid balance, or the maximum rate allowed by law, whichever is lower. Client shall also reimburse Service Provider for reasonable collection costs.

Term and Termination

The term of this Agreement commences on and continues until unless earlier terminated in accordance with this Agreement.

Either party may terminate for material breach if the breaching party fails to cure within the notice period. Service Provider may suspend services if Client fails to pay any undisputed amount due after the invoice payment term expires.

Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other, whether oral, written or electronic, that is designated as confidential or that reasonably should be understood to be confidential. Service Provider and Client shall each protect the other party's Confidential Information with at least the same degree of care used to protect their own confidential information, and in no event less than reasonable care.

Confidential Information does not include information that: (a) is or becomes publicly known through no breach of this Agreement; (b) is rightfully received by the receiving party from a third party without restriction; (c) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (d) is required to be disclosed by law, provided the disclosing party is given prompt notice and reasonably cooperates with any effort to limit disclosure.

Data Use, Ownership and Privacy

Unless otherwise agreed in writing, Client retains ownership of Client data provided to Service Provider. Service Provider retains ownership of pre-existing tools, models, methodologies and aggregated non-identifying insights. Service Provider is granted a limited, non-exclusive license to use Client data solely to perform the Services. Each party shall comply with applicable data protection laws in the collection, storage and processing of personal data.

Limitation of Liability

EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR A PARTY'S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF BUSINESS, REVENUE OR PROFITS. THE AGGREGATE LIABILITY OF SERVICE PROVIDER FOR DIRECT DAMAGES UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT IN THE SIX (6) MONTHS PRECEDING THE CLAIM.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of without regard to its conflict of law principles. The parties submit to the exclusive jurisdiction of the courts of that jurisdiction for disputes arising under this Agreement.

Entire Agreement

This Agreement, together with any attached Schedules and Statements of Work, constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. No modification shall be effective unless in a writing signed by authorized representatives of both parties.

Signatures

The parties have executed this Agreement by their duly authorized representatives as of the dates indicated below.

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