Business Data Platform

BUSINESS DATA PLATFORM AGREEMENT

This Business Data Platform Agreement (the "Agreement") is entered into as of Effective Date: by and between Provider Name: and Client Name: .

RECITALS

WHEREAS, Provider operates and maintains a business data hosting and analytics platform, including software, infrastructure, security controls and related professional services (the "Platform") designed to collect, store, transform and render business data for enterprise use; and

WHEREAS, Client desires to engage Provider to provide access to and management of the Platform for Client data in accordance with the terms and conditions set forth in this Agreement; and

WHEREAS, Provider and Client (each a "Party" and together the "Parties") intend to define the scope, fees, confidentiality, security obligations and allocation of rights with respect to the Platform and related services.

PARTY CONTACTS

SCOPE OF WORK

Provider shall provide the Platform and associated services as described below. The scope includes provisioning, integration assistance, ongoing hosting, monitoring, maintenance, and agreed professional services for data ingestion and transformation. Specific deliverables, milestones and acceptance criteria shall be as set forth in the Scope of Work field.

PAYMENT TERMS

Client shall pay Provider the fees set forth below for access to the Platform and for any professional services rendered. All fees are payable in U.S. dollars unless otherwise agreed in writing.

Monthly Quarterly Annual Invoices due within days of invoice date.

Unpaid amounts shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, and Client shall be responsible for all costs of collection, including reasonable attorneys' fees. Late payment fee (percentage per month):

TERM AND TERMINATION

The term of this Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated as provided herein.

Either Party may terminate this Agreement for convenience upon written notice to the other Party given at least days prior to the desired termination date. Either Party may terminate immediately for material breach that remains uncured thirty (30) days after written notice of breach, or immediately for insolvency, liquidation or unauthorized access to Protected Data as defined below.

CONFIDENTIALITY; DATA PROTECTION; OWNERSHIP

"Confidential Information" means non-public information disclosed by one Party to the other that is identified as confidential or that reasonably should be understood to be confidential. Each Party shall: (a) use Confidential Information only in furtherance of performance under this Agreement; (b) restrict disclosure to employees, contractors and agents who have a need to know and who are bound by confidentiality obligations no less protective than those herein; and (c) take reasonable administrative, technical and physical measures to protect Confidential Information from unauthorized access, use or disclosure.

Client retains all right, title and interest in and to Client Data. Provider is granted a non-exclusive, non-transferable license to process, store and display Client Data solely to perform the Platform services hereunder. Provider shall not otherwise use Client Data for its benefit or for the benefit of any third party, including for improvement of Provider services, without Client's prior written consent.

Provider shall implement and maintain administrative, physical and technical safeguards appropriate to the nature of the Client Data and in compliance with applicable law. In the event of a confirmed security breach affecting Client Data, Provider shall notify Client without undue delay and cooperate with Client to investigate and remediate the breach.

LIMITATION OF LIABILITY & INDEMNIFICATION

Except for breaches of confidentiality, breaches of data protection obligations, indemnification obligations, willful misconduct or gross negligence, neither Party's aggregate liability for claims arising out of or relating to this Agreement shall exceed the total fees paid by Client to Provider under this Agreement during the prior twelve (12) month period. Each Party shall indemnify the other for third-party claims arising from its breach of this Agreement, negligence, or willful misconduct, subject to customary notice and control provisions.

COMPLIANCE WITH LAW

Each Party shall comply with applicable laws, regulations and industry standards in the performance of its obligations under this Agreement, including privacy and data protection requirements applicable to the handling of Client Data.

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 agree that disputes shall first be subject to good faith negotiation, and if unresolved, shall be resolved by binding arbitration in the designated jurisdiction unless otherwise mutually agreed in writing.

ENTIRE AGREEMENT

This Agreement, together with any exhibits, attachments and statements of work executed by the Parties, constitutes the entire agreement between the Parties with respect to the Platform and supersedes all prior and contemporaneous agreements, proposals or representations, whether written or oral. Any modification to this Agreement must be in a writing signed by 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 that Provider may assign to an affiliate or in connection with a merger or sale of substantially all its assets.

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