Business Data Enrichment Bridge

BUSINESS DATA ENRICHMENT BRIDGE AGREEMENT

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

Data Provider Name:

Enrichment Provider Name:

RECITALS

WHEREAS, Data Provider maintains, owns or controls business datasets comprising customer and prospect information, sales records, and related attributes (the Data); and

WHEREAS, Enrichment Provider has technical capabilities and expertise to enhance, standardize and append third-party attributes and identifiers to the Data to produce enriched datasets for commercial use; and

WHEREAS, the parties desire to enter into this Agreement setting forth the terms and conditions under which Enrichment Provider will process, enrich and return the Data to Data Provider.

SCOPE OF WORK

Enrichment Provider shall perform data enrichment activities as described below and in any mutually executed statement(s) of work. Services include data ingestion, cleansing, normalization, enrichment, deduplication, validation and delivery of result files in agreed formats.

Enrichment Provider may subcontract portions of the Services: (check if subcontracting permitted)

PAYMENT TERMS

In consideration for the Services, Data Provider shall pay Enrichment Provider as follows.

Any undisputed amount not paid when due shall accrue interest at or the maximum rate permitted by law, whichever is lower. Enrichment Provider may suspend Services after days' written notice for nonpayment.

TERM AND TERMINATION

This Agreement commences on the Start Date and continues until the End Date or until earlier terminated in accordance with this section.

Start Date:    End Date:

Either party may terminate for material breach if the breach is not cured within days after written notice. Upon termination, Enrichment Provider shall cease processing Data and, at Data Provider's direction, return or securely destroy all Data and copies within days and certify completion in writing.

CONFIDENTIALITY

"Confidential Information" means nonpublic information disclosed by one party to the other, whether oral, written or electronic, that is identified as confidential or that reasonably should be understood to be confidential. Confidential Information includes the Data, enrichment results, technical processes, pricing, and business plans.

Each receiving party shall (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure to employees, contractors or agents with a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) protect Confidential Information using measures no less protective than those it uses to protect its own confidential information of similar nature.

Confidential Information does not include information that (i) is or becomes publicly available through no fault of the receiving party; (ii) was rightfully known prior to disclosure; or (iii) is independently developed without use of the disclosing party's Confidential Information. The receiving party may disclose Confidential Information to the extent required by law, provided it gives prompt notice and cooperates to limit disclosure.

DATA HANDLING, PRIVACY AND COMPLIANCE

Enrichment Provider shall implement administrative, physical and technical safeguards appropriate to the sensitivity of the Data. Both parties shall comply with applicable data protection laws and industry standards. Enrichment Provider shall not use Data for any purpose other than performing the Services under this Agreement.

If the Data includes personal information, the parties will document roles (controller/processor) in a separate addendum when required by law and shall cooperate to address data subject requests and law enforcement requests consistent with applicable law.

INTELLECTUAL PROPERTY

Data Provider retains all right, title and interest in and to the original Data. Enrichment Provider retains ownership of its pre-existing tools, models and methodologies used to produce the enriched outputs. Subject to payment in full, Enrichment Provider grants Data Provider a perpetual, non-exclusive, non-transferable license to use the enriched Data for its internal business purposes; any resale or sublicensing requires a separate written agreement.

REPRESENTATIONS, LIMITATION OF LIABILITY AND INDEMNIFICATION

Each party represents that it has full corporate power and authority to enter into this Agreement and to perform its obligations. Enrichment Provider represents that Services will be performed in a professional manner consistent with industry standards.

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S WILLFUL MISCONDUCT OR BREACH OF CONFIDENTIALITY OR DATA PROTECTION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY FOR DIRECT DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE TO ENRICHMENT PROVIDER UNDER THIS AGREEMENT IN THE SIX MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

Each party shall indemnify and hold the other harmless from third-party claims arising from its breach of representations, confidentiality obligations, or willful misconduct, provided the indemnified party gives prompt written notice and cooperates in the defense and settlement of such claims.

GOVERNING LAW

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

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any executed statements of work and exhibits, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior written or oral agreements. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

NOTICES

All notices required or permitted hereunder shall be in writing and delivered to the contacts set forth above or to such other address as either party may designate in writing, and shall be deemed given upon personal delivery, confirmed electronic transmission, or three business days after deposit with a nationally recognized courier.

MISCELLANEOUS PROVISIONS

If any provision of this Agreement is determined to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all assets.

The obligations of confidentiality, payment, indemnity and intellectual property shall survive termination or expiration of this Agreement for a period of three (3) years, except that obligations with respect to Confidential Information shall survive for as long as such information remains confidential.

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