Business Corodata Template

BUSINESS CORODATA TEMPLATE

Parties and Effective Date

This Business Corodata Agreement (the Agreement) is entered into as of Effective Date: by and between:

WHEREAS

WHEREAS, Client desires to obtain certain corodata aggregation, cleansing, transformation and data management services as described in this Agreement; and

WHEREAS, Service Provider represents that it has the expertise, personnel and systems necessary to perform the services and to maintain reasonable administrative, physical and technical safeguards to protect Client Data; and

WHEREAS, the parties desire to set forth their respective rights and obligations regarding the provision, use and protection of corodata under the terms and conditions of this Agreement.

Scope of Work

Service Provider will perform the services (Services) described below. Services shall include data intake, normalization, validation, mapping, enrichment, delivery and such related consulting or support services as agreed in writing.

Payment Terms

Client shall pay Service Provider the fees as set forth below. All fees are payable in U.S. dollars and are due in accordance with the invoice terms. Client is responsible for all taxes arising from payments hereunder, other than taxes based on Service Provider's net income.

Term and Termination

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within Notice Period: days after receipt of written notice. Client may terminate for convenience upon providing written notice to Service Provider and paying all fees for Services performed and documented work in progress through the effective termination date.

Confidentiality

For the purposes of this Agreement, Confidential Information means any non-public information disclosed by a party (Disclosing Party) to the other (Receiving Party) that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes Client Data, trade secrets, pricing, technical processes and business information.

The Receiving Party shall (a) use Confidential Information solely for the performance of its obligations under this Agreement; (b) restrict disclosure to those employees, contractors and agents who have a need to know and are bound by confidentiality obligations at least as protective as those herein; and (c) implement and maintain reasonable administrative, physical and technical safeguards to protect Confidential Information.

Exceptions: Confidential Information does not include information that is (i) publicly known through no breach by the Receiving Party; (ii) known to the Receiving Party prior to disclosure as shown by written records; (iii) independently developed without use of or reference to the Confidential Information; or (iv) rightfully obtained by the Receiving Party from a third party without restriction and without breach of an obligation to the Disclosing Party.

The confidentiality obligations under this section shall survive termination of this Agreement for a period of Confidentiality Term (years): years, except that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law.

Data Protection & Security

Service Provider will maintain appropriate administrative, technical and physical safeguards reasonably designed to protect Client Data against unauthorized access, use, disclosure, alteration and destruction. Service Provider will notify Client without unreasonable delay upon becoming aware of any confirmed data breach affecting Client Data and will cooperate in remediation and regulatory response as appropriate.

Representations, Warranties and Liabilities

Each party represents that it has the full right, power and authority to enter into and perform its obligations under this Agreement. Service Provider warrants that Services will be performed in a professional and workmanlike manner in accordance with industry standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, SERVICES ARE PROVIDED AS IS AND SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY FOR CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by hand, nationally recognized overnight courier, or certified mail (return receipt requested).

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles. The parties agree that any dispute arising out of or relating to this Agreement shall be resolved by the state or federal courts located in the county of the governing state, and each party irrevocably consents to the personal jurisdiction of such courts.

Entire Agreement and Amendments

This Agreement (including any exhibits, schedules and statements of work executed hereunder) constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by duly authorized representatives of both parties.

Miscellaneous Provisions

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other party, except that Service Provider may assign to an affiliate or successor in connection with a merger or sale of substantially all of its assets. The headings in this Agreement are for convenience only and do not affect interpretation.

Execution

The parties have caused this Agreement to be executed by their duly authorized representatives as of the Effective Date stated above.

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