Business Data Pro Agreement

BUSINESS DATA PRO AGREEMENT

Effective Date: . This Business Data Pro Agreement (the Agreement) is entered into by and between the Client and the Service Provider identified above and is effective as of the Effective Date.

RECITALS

WHEREAS, the Client seeks to procure data management, analysis, integration and related professional services in connection with the Client's business operations; and

WHEREAS, the Service Provider represents that it possesses the expertise, personnel and technical capacity to provide such services on the terms set forth herein; and

WHEREAS, the parties desire to set forth the scope, payment, confidentiality and other terms governing the provision and use of data, deliverables and related services.

SCOPE OF WORK

The Service Provider shall perform the services and deliver the items described below in a professional manner consistent with industry standards. Deliverables shall be as set forth and accepted by the Client and may include data ingestion, normalization, enrichment, analytics models, reports, APIs and documentation.

PAYMENT TERMS

As consideration for the services and deliverables provided, the Client shall pay the Service Provider the fees and expenses set forth below in accordance with the schedule described herein.

Late payments shall bear interest at % per month (or the maximum permitted by law) on overdue amounts, compounded monthly. In addition to interest, the Client shall be responsible for reasonable collection costs and attorneys' fees incurred by the Service Provider in enforcing payment.

TERM AND TERMINATION

The term of this Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach that remains uncured for thirty (30) days following written notice of such breach, or immediately for a breach involving data security obligations or unauthorized disclosure of Confidential Information.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by a party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes business and technical data, analytics, algorithms, models, customer lists, pricing and personnel information.

Each party shall: (a) use Confidential Information solely to perform its obligations or exercise its rights under this Agreement; (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; and (c) 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 in this Agreement.

Upon termination or expiration, the receiving party shall, at the disclosing party's option, return or permanently destroy all Confidential Information and certify in writing the return or destruction. The receiving party shall not be required to destroy backups retained in the ordinary course of business until such backups are routinely overwritten, provided the receiving party continues to comply with the confidentiality obligations herein.

Check to require destruction of data and Confidential Information upon termination where feasible and lawful.

DATA SECURITY & INTELLECTUAL PROPERTY

The Service Provider shall maintain administrative, technical and physical safeguards reasonably designed to protect the security, confidentiality and integrity of Client data. The Service Provider shall promptly notify the Client of any unauthorized access or data breach affecting Client data and shall cooperate in investigating and mitigating any such incident.

Unless otherwise agreed in writing, the Client retains ownership of Client Data and any underlying rights therein. The Service Provider retains ownership of its pre-existing tools, software, methodologies and proprietary models ("Provider Materials"). To the extent that Provider Materials are incorporated into deliverables, the Service Provider grants the Client a non-exclusive, worldwide, royalty-free license to use such Provider Materials solely for the Client's internal business purposes in connection with the deliverables.

INDEMNIFICATION & LIMITATION OF LIABILITY

Each party shall indemnify, defend and hold harmless the other party from and against third-party claims arising from the indemnifying party's breach of this Agreement, negligence or willful misconduct. Except for liabilities arising from willful misconduct, gross negligence or breach of confidentiality and data protection obligations, neither party's aggregate liability for claims arising under this Agreement shall exceed the fees paid by the Client to the Service Provider under this Agreement in the twelve (12) months preceding the claim.

GOVERNING LAW

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

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any exhibits or statements of work incorporated by reference, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals and communications. No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by duly authorized representatives of both parties.

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