Business Data Agreement

BUSINESS DATA AGREEMENT

This Business Data Agreement (the Agreement) is entered into effective as of (Effective Date), by and between (Provider) and (Recipient). Provider and Recipient are each a Party and collectively the Parties.

WHEREAS

WHEREAS, Provider possesses certain business data, datasets, or analytic outputs described below that are valuable for Recipient's business operations; and

WHEREAS, Recipient desires to receive access to such data for the limited purposes set forth in this Agreement, and Provider is willing to provide access subject to the terms, conditions and restrictions herein.

WHEREAS, the Parties intend to set forth the obligations, permitted uses, security requirements, payment obligations, and lifecycle management of the data provided.

PARTIES AND CONTACTS

SCOPE OF WORK

Provider will provide to Recipient the business data, metadata, and any associated documentation described below. Delivery, format, frequency, and acceptance criteria must conform to the specifications set forth by the Parties.

Permitted uses (check all that apply):

Internal analysis and reporting Use to deliver contracted services Product and feature development Aggregated marketing (non-identifiable)

DATA SECURITY AND PRIVACY

Recipient shall implement and maintain administrative, technical and physical safeguards appropriate to the sensitivity of the data. These safeguards must protect against unauthorized access, disclosure, alteration, or destruction of the data.

In the event of a confirmed data breach affecting Provider data, Recipient shall notify Provider without undue delay but no later than days after discovery, cooperate with Provider in remediation, and provide applicable regulatory notifications as required by law.

PAYMENT TERMS

As consideration for the data and services provided, Recipient shall pay Provider pursuant to the schedule and amounts below. All payments are exclusive of taxes unless otherwise required by law.

Late payments shall incur a late fee equal to % per month on the outstanding balance, or the maximum permitted by law if lower. Minimum late fee:

TERM AND TERMINATION

This Agreement commences on and, unless earlier terminated in accordance with this Agreement, continues until .

Either Party may terminate this Agreement for material breach by the other Party if the breach is not cured within days after written notice. Either Party may terminate for convenience upon days' prior written notice.

CONFIDENTIALITY

Each Party shall maintain in confidence all Confidential Information received from the other Party and shall not disclose or use such Confidential Information except as necessary to perform its obligations under this Agreement. Confidential Information includes non-public business information, data sets, algorithms, personal data, pricing, and technical material.

The obligations of confidentiality do not apply to information that (a) is or becomes publicly available through no breach by the receiving Party; (b) is lawfully received from a third party without restriction; (c) is independently developed by the receiving Party; or (d) is required to be disclosed by law, provided the disclosing Party gives prompt notice to the other Party to permit a protective order or other remedy.

INDEMNIFICATION; LIMITATION OF LIABILITY

Each Party shall indemnify, defend and hold harmless the other Party from third-party claims arising out of the indemnifying Party's breach of its representations, warranties, or obligations under this Agreement, including misuse of data or breach of security obligations. The indemnified Party shall provide prompt written notice of any claim and reasonably cooperate in the defense.

EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS OR A PARTY'S LIABILITY FOR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY RECIPIENT TO PROVIDER UNDER THIS AGREEMENT IN THE PRIOR TWELVE (12) MONTHS.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction identified below, without regard to conflict of law principles.

ENTIRE AGREEMENT; AMENDMENT

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

MISCELLANEOUS PROVISIONS

If any provision of this Agreement is held invalid or unenforceable, the remainder shall continue in full force and effect. The Parties are independent contractors and nothing in this Agreement creates a partnership, joint venture, or agency relationship. Notices shall be given in writing to the addresses set forth herein.

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