Business Data Module

BUSINESS DATA MODULE

This Business Data Module Agreement ("Agreement") is entered into as of by and between Provider Name: , a business organized at and Client Name: , organized at .

WHEREAS

WHEREAS, Provider develops, licenses and maintains data processing modules and related documentation and services designed to collect, normalize and deliver business-related data and analytics ("Business Data Module"); and

WHEREAS, Client desires to engage Provider to deliver and configure the Business Data Module and Provider is willing to provide such deliverables and services upon the terms and conditions set forth in this Agreement.

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

SCOPE OF WORK

Provider will perform the services and deliver the deliverables described in the Scope of Work in a professional and workmanlike manner consistent with industry standards. Any material changes to the Scope of Work shall be made only by a written change order executed by authorized representatives of both parties.

PAYMENT TERMS

Provider shall invoice Client in accordance with the Payment Schedule. Unless otherwise agreed, payments are due within days of invoice receipt. Overdue amounts shall accrue interest at , or the maximum rate permitted by law, whichever is less. Client is responsible for all taxes assessed in connection with payments under this Agreement other than taxes based on Provider's net income.

TERM AND TERMINATION

Term Commencement Date: . Term Expiration Date: .

Either party may terminate this Agreement upon written notice to the other party if the other party materially breaches this Agreement and fails to cure such breach within days after receipt of written notice specifying the breach. Either party may terminate for convenience upon days' prior written notice. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred prior to termination.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party (Disclosing Party) to the other party (Receiving Party) in connection with this Agreement, whether disclosed orally, visually or in writing, and includes business plans, financial information, technical information, data sets, software, and trade secrets. Confidential Information does not include information that (i) is or becomes publicly available without breach of this Agreement, (ii) is rightfully received by the Receiving Party from a third party without duty of confidentiality, (iii) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information, or (iv) is required to be disclosed by applicable law or valid legal process.

The Receiving Party shall: (a) use Confidential Information only for performance of this Agreement; (b) restrict disclosure to those employees, contractors or agents who have a need to know and who are bound to protect confidentiality; and (c) exercise at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care. The obligations of confidentiality shall survive termination of this Agreement for a period of five (5) years, except that trade secrets shall remain confidential for as long as they qualify as trade secrets under applicable law.

DATA OWNERSHIP AND LICENSE

Provider retains all right, title and interest in and to the Business Data Module, including all intellectual property rights, derivative works, improvements and methodologies. Subject to Client's timely payment of fees, Provider grants Client a limited, non-exclusive, non-transferable, revocable license to use the deliverables and any provided data for Client's internal business purposes only. Client shall not copy, modify, distribute, sublicense or create derivative works of Provider's software or underlying source code.

WARRANTIES; DISCLAIMER

Provider warrants that the services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. CLIENT ACKNOWLEDGES THAT DATA PROVIDED MAY BE INCOMPLETE OR SUBJECT TO ERRORS AND THAT PROVIDER MAKES NO GUARANTEE AS TO ACCURACY OR COMPLETENESS UNLESS AN EXPRESS DATA ACCURACY SCHEDULE IS INCLUDED IN THE SCOPE OF WORK.

LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR VIOLATION OF CONFIDENTIALITY OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES. PROVIDER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

INDEMNIFICATION

Each party shall defend and indemnify the other party from and against claims, liabilities and expenses arising from the indemnifying party's breach of representations, warranties, or obligations under this Agreement, or from the indemnifying party's negligence or willful misconduct.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws principles.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party may designate in writing. Notices shall be effective upon receipt.

ENTIRE AGREEMENT

This Agreement, including the Scope of Work and any executed change orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. Any amendment to this Agreement 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. The parties are independent contractors and nothing in this Agreement creates a partnership, joint venture or agency relationship. Neither party may assign this Agreement without the prior written consent of the other, except that Provider may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

Sign Now