Business Data Inc. Document

Business Data Inc. General Business Agreement

This General Business Agreement ("Agreement") is made and entered into as of Effective Date: by and between Client Name: and Business Data Inc., a business entity providing data analytics and services (Service Provider): .

Recitals

WHEREAS, Client seeks to engage Service Provider to perform professional data services, including but not limited to data processing, analysis, reporting, and related advisory services; and

WHEREAS, Service Provider represents that it possesses the expertise, personnel and resources required to perform the services described in this Agreement on the terms set forth herein; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the services, payment and confidentiality under this Agreement.

Scope of Work

Services to be provided shall include the deliverables, timelines, acceptance criteria, staffing levels and any milestones set forth in the Description of Services above. Any material change to the Scope of Work shall require a written amendment signed by authorized representatives of both parties.

Payment Terms

All fees are payable in U.S. dollars unless otherwise agreed in writing. Client shall pay undisputed invoices within the Invoice Due Days specified above. Disputed amounts must be notified in writing within ten (10) days of receipt of invoice and the parties shall negotiate in good faith. Overdue amounts shall accrue the Late Fee specified above and, where applicable, the maximum rate permitted by law.

Term and Termination

The term of this Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon prior written notice to the other party in the notice period specified above. Termination shall not relieve Client of the obligation to pay for services rendered and expenses incurred prior to the effective date of termination. Upon termination, Service Provider shall deliver all work in progress and, at Client's election, completed deliverables for which Client has paid.

Confidentiality

For purposes of this Agreement, "Confidential Information" means all non-public, proprietary or confidential information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") in any form, whether oral, written or electronic, including business plans, customer information, pricing, methodology, software, data sets, models, and trade secrets. Confidential Information does not include information that: (a) is or becomes publicly known through no breach of this Agreement by the Receiving Party; (b) is received from a third party without restriction and without breach of a duty to the Disclosing Party; (c) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information; or (d) is required to be disclosed by law or valid legal process, provided the Receiving Party gives prompt written notice and reasonably cooperates with the Disclosing Party to seek protective measures.

The Receiving Party shall: (i) hold Confidential Information in strict confidence and use at least the same degree of care it uses to protect its own confidential information but not less than reasonable care; (ii) use Confidential Information solely to perform its obligations under this Agreement; and (iii) limit access to Confidential Information to employees, contractors or agents who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein. The obligations under this Section shall survive termination of this Agreement for a period of three (3) years, except for trade secrets which shall be protected for as long as they remain trade secrets under applicable law.

Notices

Representations; Warranties; Liability

Each party represents and warrants that it has the full right, power and authority to enter into and perform this Agreement. Service Provider warrants that the services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION, SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The parties shall attempt in good faith to resolve disputes through negotiation. If unresolved, disputes shall be resolved in the state or federal courts located in the county where Service Provider maintains its principal place of business.

Entire Agreement; Amendments

This Agreement, including any schedules or exhibits attached hereto, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether oral or written. Any amendment or modification of this Agreement must be in writing signed by authorized representatives of both parties.

Miscellaneous

Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that Service Provider may assign to an affiliated entity or in connection with a merger or sale of substantially all of its assets. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties are independent contractors and nothing in this Agreement creates an agency, partnership, joint venture or employment relationship.

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