Business Crowler Document

Business Crowler Document

Parties and Effective Date

Client Name:    Service Provider Name:

Effective Date:

Recitals

WHEREAS, Client Name is engaged in the business activities described by Client and seeks to obtain certain data collection, analysis, or related services to support Client's commercial operations; and

WHEREAS, Service Provider Name has expertise, personnel, systems and tools to perform automated data collection, processing and reporting services (collectively, the Services) in accordance with applicable laws and industry practices; and

WHEREAS, the parties desire to set forth their respective rights and obligations regarding the Services and payment therefor.

Scope of Work

Provider shall perform the Services described below in a professional and workmanlike manner consistent with prevailing industry standards. Provider will provide deliverables, reports and scheduled updates as set forth in the Scope of Work.

Payment Terms

Total Fee:

Invoices shall be delivered in writing by Provider and are due within days of receipt. Late payments shall accrue interest at % per month (or the maximum permitted by law, if less). Provider may also charge a minimum late fee of for each overdue invoice.

Term and Termination

This Agreement shall commence on and, unless earlier terminated in accordance with this Agreement, shall continue until .

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate for material breach if the breach remains uncured for thirty (30) days following written notice specifying the nature of the breach. Termination shall not relieve either party of obligations accrued prior to termination, including payment obligations.

Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other 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. Each party agrees (a) to hold Confidential Information of the other party in strict confidence, (b) not to disclose Confidential Information to third parties except to those employees, contractors or agents who need to know and who are bound by confidentiality obligations at least as protective as those herein, and (c) to use Confidential Information solely to perform its obligations under this Agreement.

Confidential Information does not include information that (i) is or becomes generally available to the public through no breach of this Agreement; (ii) was known to the receiving party prior to disclosure; (iii) is independently developed without access to the disclosing party's Confidential Information; or (iv) is required to be disclosed by law, provided the receiving party gives prompt written notice and cooperates in any attempt to limit the disclosure.

The obligations in this Section shall survive termination of this Agreement for a period of three (3) years, except that trade secrets shall remain protected for so long as they qualify as trade secrets under applicable law.

Representations; Compliance

Each party represents that it has the full power and authority to enter into this Agreement. Provider represents that the Services will be performed in material compliance with applicable laws and industry standards. Client represents that it holds any necessary rights, consents or licences required to permit Provider to perform the Services with respect to data and targets identified by Client.

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 choice of law principles. Any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration or in the courts of the governing state as elected by the prevailing party, subject to any statutory requirements for injunctive relief to protect Confidential Information.

Limitation of Liability

Except for liability arising from breach of confidentiality, willful misconduct, fraud, or gross negligence, neither party shall be liable for indirect, incidental, consequential or punitive damages, and each party's aggregate liability for claims arising out of this Agreement shall not exceed the fees paid by Client to Provider during the twelve (12) month period preceding the claim.

Entire Agreement

This Agreement, including any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral. Any modification to this Agreement must be in writing and signed by authorized representatives of both parties.

Miscellaneous

Assignment: Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign this Agreement in connection with a merger, acquisition or sale of substantially all of its assets. Notices: All notices required by this Agreement shall be in writing and delivered to the addresses listed above.

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