Business Data Innovation Agreement

BUSINESS DATA INNOVATION AGREEMENT

This Business Data Innovation Agreement (Agreement) is entered into as of by and between:

Client Name:

Provider Name:

RECITALS

WHEREAS, Client possesses operational, transactional and other business data and seeks to explore, develop and deploy analytics, models and products that derive value from such data; and

WHEREAS, Provider has expertise in data engineering, analytics, machine learning and product development and will perform innovation services that combine Client Data with Provider capabilities to create Innovation Outputs as defined herein; and

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

DEFINITIONS

"Client Data" means all data provided or made available by Client to Provider under this Agreement, including structured and unstructured datasets, metadata and related documentation. Client retains ownership of Client Data except as expressly provided otherwise.

"Innovation Outputs" means analytical models, software modules, reports, visualizations, derivative datasets and other deliverables produced by Provider that incorporate, transform, analyze or are derived from Client Data.

"Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or would reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure, and includes Client Data and Innovation Outputs subject to the ownership provisions below.

SCOPE OF WORK

Provider will perform the services set forth in the Description of Services, including data ingestion, cleansing, feature engineering, model development, validation, deployment of models or dashboards, and delivery of Innovation Outputs specified above. Provider shall maintain records of work performed and provide periodic progress reports as agreed in the Description of Services.

PAYMENT TERMS

All invoices are due in accordance with the Payment Schedule. Late amounts shall accrue the Late Payment amount set forth above and the prevailing costs of collection, including reasonable attorneys' fees.

TERM AND TERMINATION

Term Commencement:    Term Expiration:

Either party may terminate for material breach if such breach remains uncured thirty (30) days after written notice. Upon termination Provider will cease use of Client Data and, at Client's option, return or securely destroy Client Data and certify such destruction, except that Provider may retain archived copies solely for compliance and governance purposes subject to confidentiality obligations.

CONFIDENTIALITY

Each party shall protect Confidential Information of the other party with at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care. Confidential Information shall be used solely to perform obligations under this Agreement and not disclosed to third parties except as permitted herein.

Exceptions: Confidential Information does not include information that (a) is or becomes generally known to the public through no breach by the receiving party; (b) was in the receiving party's possession prior to disclosure; (c) is received lawfully from a third party without restriction; or (d) is independently developed by the receiving party without reference to Confidential Information.

DATA PROTECTION AND SECURITY

Provider shall implement and maintain administrative, physical and technical safeguards appropriate to the risk, including encryption at rest and in transit, access controls, logging, secure development practices and regular vulnerability management. Provider shall promptly notify Client of any unauthorized access, use or disclosure affecting Client Data and cooperate in remediation.

INTELLECTUAL PROPERTY

Client retains all right, title and interest in and to Client Data. Provider retains all right, title and interest in and to Provider's preexisting tools, software, models and methodologies. Innovation Outputs created exclusively from Client Data shall be owned by Client, subject to a nonexclusive, worldwide, royalty-free license back to Provider to use aggregated, de-identified results for Provider's internal research and to improve Provider services, provided such use does not disclose Client Confidential Information or identify Client.

If Innovation Outputs incorporate Provider preexisting materials, Provider shall identify those materials in writing and grant Client a license sufficient for Client to use the Innovation Outputs for its internal business operations as contemplated by this Agreement.

REPRESENTATIONS, WARRANTIES AND LIMITATIONS OF LIABILITY

Each party represents that it has full authority to enter into this Agreement. Provider warrants that services will be performed in a professional manner consistent with industry standards. EXCEPT AS EXPRESSLY STATED, THE SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" AND NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED.

LIABILITY: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES. EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party from third-party claims arising from the indemnifying party's breach of this Agreement, willful misconduct or gross negligence. The indemnified party shall provide prompt written notice of any claim and cooperate in the defense and settlement of any such claim.

GOVERNING LAW; DISPUTE RESOLUTION

The parties agree that any dispute arising under this Agreement shall be governed by the laws of the jurisdiction specified above without regard to conflict of law principles. The parties will attempt in good faith to resolve disputes through negotiation and, if unsuccessful, submit disputes to binding arbitration in the specified jurisdiction unless the parties mutually agree otherwise in writing.

ENTIRE AGREEMENT

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

MISCELLANEOUS

If any provision of this Agreement is held 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 to a successor in interest in connection with a merger or sale of substantially all assets.

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