Business Data Extract

BUSINESS DATA EXTRACT AGREEMENT

This Business Data Extract Agreement (the Agreement) is entered into effective as of by and between Client Name: , with principal place of business at (Client), and Provider Name: , with principal place of business at (Provider).

WHEREAS

WHEREAS, Client requires extraction, formatting and delivery of business data as described herein for legitimate business operations and analysis; and

WHEREAS, Provider represents that it has the technical capacity, personnel and lawful authority to extract, process and deliver such data in accordance with the terms of this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below, the parties agree as follows:

SCOPE OF WORK

Provider shall perform the following data extraction, transformation and delivery services for Client (collectively, the Services). Provider shall extract only the categories of data expressly authorized in this Agreement and shall not access or use Client systems beyond the scope required to perform the Services.

DATA AUTHORIZATION AND DESCRIPTION

Client hereby authorizes Provider to extract the following categories of business data. Provider shall extract only the selected categories and only attributes specifically identified in the Detailed Description below.

Customers / Contacts    Transactions / Sales    Financial Summaries    Inventory / Product Catalog

DELIVERY, FORMAT AND SCHEDULE

PAYMENT TERMS

In consideration for the Services, Client shall pay Provider in accordance with the amounts and schedule below.

All amounts are payable in lawful currency. Provider shall invoice Client in accordance with the Payment Schedule. Client shall pay undisputed portions of invoices when due. If Client fails to pay any undisputed amount within thirty (30) days of invoice, Provider may suspend Services after providing ten (10) days' prior written notice.

TERM AND TERMINATION

Either party may terminate this Agreement for material breach if the breaching party fails to cure such breach within the notice period specified above. Termination shall not relieve either party of obligations accrued prior to termination, including payment obligations.

CONFIDENTIALITY

Each party shall treat as confidential all non-public information disclosed by the other party that is marked or reasonably understood to be confidential, including extracted data, data schemas and any derived analyses (Confidential Information). Provider shall use Confidential Information solely to perform the Services and shall not disclose Confidential Information to any third party except to employees or subcontractors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement.

The obligations in this section do not apply to information that is or becomes publicly available through no fault of the receiving party, that was rightfully in the receiving party’s possession prior to disclosure, or that is independently developed without use of the disclosing party’s Confidential Information.

SECURITY AND DATA HANDLING

Provider shall implement and maintain administrative, physical and technical safeguards appropriate to the sensitivity of the data, including encryption in transit and at rest where applicable, access controls, and secure disposal of extracted data after retention period expires. Provider shall notify Client promptly upon discovery of any unauthorized access to Client data and shall cooperate in investigation and remediation.

REPRESENTATIONS, WARRANTIES AND COMPLIANCE

Each party represents and warrants that it has full right, power and authority to enter into this Agreement. Provider further represents that the performance of Services will comply with all applicable laws and regulations and that Provider has obtained all consents and authorizations necessary to perform the Services. Client represents that it has authority to permit extraction of the authorized data and that such extraction and subsequent use will not violate third-party rights.

LIMITATION OF LIABILITY AND INDEMNIFICATION

Except for liability arising from willful misconduct, gross negligence, breaches of confidentiality, or infringement of intellectual property, neither party shall be liable to the other for consequential, incidental, special or punitive damages. The parties' aggregate liability for direct damages under this Agreement shall not exceed the total fees paid by Client to Provider under this Agreement during the twelve (12) month period preceding the event giving rise to the claim.

Client shall indemnify and hold Provider harmless from and against any third-party claims arising from Client's instructions or use of the extracted data, except to the extent caused by Provider's breach of this Agreement or gross negligence.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to principles of conflicts of law. Venue for any disputes shall be in a competent state or federal court located in that state.

ENTIRE AGREEMENT

This Agreement, including all attachments and referenced exhibits, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral. Any amendment or modification shall be effective only if in writing and signed by both parties.

MISCELLANEOUS

Nothing in this Agreement shall be construed to create a partnership, joint venture, agency or employment relationship between the parties. Provider may engage subcontractors to perform portions of the Services provided Provider remains responsible for their performance and compliance with this Agreement.

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