Business Data Proposal

BUSINESS DATA PROPOSAL

Proposal Number:     Effective Date:

RECITALS

WHEREAS, Client Name: seeks to obtain certain business data aggregation, preparation and analytical services described herein; and

WHEREAS, Service Provider: has expertise, personnel and systems capable of collecting, processing and delivering such business data in accordance with the terms set forth below; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows.

SCOPE OF WORK

Description of Services: The Provider will collect, normalize, analyze and deliver business data sets and reports as described below. Services will include data ingestion, cleansing, schema mapping, enrichment, analytics and delivery in the mutually agreed formats.

Deliverable 1 Due Date:

PAYMENT TERMS

Total Fee: . Payment is due in accordance with the schedule below.

Late Payment Fee: on overdue balances, calculated monthly or as permitted by law.

Expenses: Provider shall be reimbursed for reasonable, pre-approved out-of-pocket expenses. Reimbursable expenses must be invoiced with supporting documentation and paid within the same payment terms as fees.

TERM AND TERMINATION

Term Commencement Date: . Termination Date / End Date: .

Either party may terminate this Proposal upon written notice to the other party if the other party materially breaches any obligation and fails to cure such breach within days after receipt of written notice. Additionally, either party may terminate for convenience with days' prior written notice.

Upon termination, Client will pay Provider for all work performed and reasonable, non-cancellable commitments incurred prior to termination, together with any deliverables accepted prior to termination.

CONFIDENTIALITY

Each party acknowledges that it may receive Confidential Information of the other party. "Confidential Information" means non-public information disclosed in any form that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.

The recipient shall (a) use Confidential Information solely to perform its obligations under this Proposal, (b) restrict disclosure to employees, contractors or agents with a need to know, and (c) employ administrative, physical and technical safeguards appropriate to the sensitivity of the information. The foregoing obligations shall continue for years following disclosure.

Confidential Information shall not include information that (i) is or becomes generally available to the public through no wrongful act of the recipient, (ii) was in the recipient's possession prior to disclosure, or (iii) is rightfully obtained from a third party without breach of an obligation of confidentiality.

DATA OWNERSHIP AND USE

Client retains all right, title and interest in the raw source data provided to Provider for processing. Provider shall have a limited, non-exclusive, non-transferable license to use Client data solely to perform the services under this Proposal. Provider shall not sell, license or use Client data for any other purpose without Client's prior written consent.

Provider may retain aggregated, anonymized metrics derived from Client data provided such metrics do not contain any Confidential Information or otherwise identify Client or its customers.

DATA SECURITY AND BREACH NOTIFICATION

Provider shall maintain industry-standard administrative, physical and technical safeguards to protect Client data. In the event of any unauthorized access to or disclosure of Client's Confidential Information, Provider shall notify Client promptly and cooperate in good faith to remediate the incident and comply with applicable legal obligations for breach notification.

LIMITATION OF LIABILITY; INDEMNIFICATION

Except for liability arising from willful misconduct, gross negligence or breach of confidentiality, neither party shall be liable to the other for consequential, incidental, special or punitive damages. Provider's aggregate liability for direct damages arising from this Proposal shall not exceed the total fees paid by Client to Provider under this Proposal during the twelve (12) months preceding the claim.

Each party shall defend, indemnify and hold harmless the other party from third-party claims arising out of its breach of this Proposal or its negligent or willful misconduct, subject to the limitations set forth herein.

GOVERNING LAW

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

ENTIRE AGREEMENT

This Proposal, together with any attachments and referenced statements of work, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior proposals, negotiations, understandings and agreements, whether written or oral. Any modification must be in writing and signed by an authorized representative of each party.

NOTICES

MISCELLANEOUS

Assignment: Neither party may assign its rights or obligations under this Proposal without the prior written consent of the other, except that Provider may assign to an affiliate or in connection with a sale of substantially all of its business or assets related to this Proposal.

Severability: If any provision of this Proposal is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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