Business Data Document

BUSINESS DATA DOCUMENT

Parties

Provider Legal Name:

Recipient Legal Name:

Recitals

WHEREAS, Provider collects, aggregates and maintains certain business information, datasets, analyses and related metadata (collectively, "Business Data") that are valuable for commercial and operational decision-making; and

WHEREAS, Recipient desires to obtain limited rights to receive and use specified Business Data from Provider for the purposes set forth in this document, and Provider is willing to provide such Business Data under the terms and conditions of this Business Data Document; and

WHEREAS, the parties intend to set forth their mutual rights, payment obligations, confidentiality protections and termination provisions in this written agreement.

Scope of Work

Provider shall deliver to Recipient the Business Data described below and shall perform data preparation, delivery and support services consistent with the requirements set forth in this section.

Payment Terms

In consideration for Provider's provision of Business Data and services, Recipient shall pay Provider the fees and charges set forth below in accordance with the schedule and conditions stated.

Any amount not paid within days after the due date shall incur a late fee equal to per month on the outstanding balance, or the maximum permitted by law, whichever is lower. Recipient shall also reimburse Provider for reasonable collection costs and attorneys' fees incurred in collecting overdue amounts.

Term and Termination

This Business Data Document shall commence on the Effective Date and shall continue until the End Date, unless earlier terminated in accordance with this section.

Effective Date:    End Date:

Either party may terminate this Document for convenience upon written notice to the other party delivered at least days prior to the intended termination date. Either party may terminate immediately upon written notice in the event of a material breach by the other party that remains uncured for a period of 15 days following written notice of such breach. Termination shall not relieve Recipient of its obligation to pay fees for services performed and Business Data delivered through the effective date of termination.

Confidentiality

"Confidential Information" means all non-public information disclosed by one party to the other in connection with this Document, including Business Data, pricing, trade secrets, technical processes, analyses and business plans, whether disclosed orally or in writing. Confidential Information does not include information that: (a) is or becomes publicly known through no breach by the receiving party; (b) was rightfully in the receiving party's possession prior to disclosure; (c) is lawfully received from a third party without restriction; or (d) is independently developed by the receiving party without use of Confidential Information.

Each party shall: (i) hold the Confidential Information of the other party in strict confidence using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (ii) use Confidential Information only as necessary to perform under this Document; and (iii) limit disclosure to those employees, agents or contractors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein. Recipient shall not publish, distribute, sell, sublicense or otherwise disclose Provider's Business Data except as expressly permitted in this Document.

Data Security and Use Restrictions

Recipient shall implement and maintain appropriate administrative, technical and physical safeguards to protect Business Data against unauthorized access, use or disclosure. Recipient shall not attempt to decompile, reverse engineer, derive, re-identify individuals from, or create derivative works of the Business Data except as expressly permitted in writing by Provider. Recipient shall promptly notify Provider of any unauthorized access or security incident affecting Business Data and cooperate in good faith with Provider's efforts to investigate and remediate such incident.

Indemnification

Each party shall indemnify, defend and hold harmless the other party and its officers, directors and employees from and against any third-party claim, demand, loss or liability arising out of the indemnifying party's breach of this Document, gross negligence or willful misconduct. The indemnified party shall promptly notify the indemnifying party of any claim and permit the indemnifying party to control the defense and settlement thereof.

Governing Law

This Document shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for the resolution of disputes arising under or relating to this Document.

Entire Agreement

This Document, together with any exhibits or appendices expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and understandings, whether written or oral. Any amendment or modification to this Document must be in a writing signed by authorized representatives of both parties.

Notices

All notices required or permitted under this Document shall be in writing and delivered to the contact information set forth above or to such other address as either party designates in writing, and shall be deemed given upon personal delivery, delivery by certified mail, or confirmed electronic transmission.

Acknowledgments

Each party acknowledges that it has read this Document, understands its terms, and has the authority to enter into this Document on behalf of the party for which it signs.

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