Business Data Resources

BUSINESS DATA RESOURCES

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

WHEREAS

WHEREAS, Provider collects, curates and maintains certain business data, datasets, analytics and related resources (collectively, Data Resources) that are valuable for Client's business operations and decision-making; and

WHEREAS, Client desires to obtain access to certain Data Resources for the purposes defined in this Agreement, and Provider is willing to grant such access subject to the terms and conditions set forth below.

PARTIES AND CONTACT INFORMATION

SCOPE OF WORK

Provider shall provide access to the Data Resources described below and perform services limited to the delivery, maintenance and permitted licensing of such Data Resources in accordance with this Agreement. Provider will not be obligated to provide custom development or integration services except as set forth in an executed written statement of work.

PAYMENT TERMS

In consideration for access to and use of the Data Resources, Client shall pay Provider the fees set forth below. All payments are non-refundable except as expressly provided herein.

All sums due hereunder are exclusive of taxes. Client shall be responsible for any sales, use, value added or similar taxes arising from this Agreement, excluding taxes based on Provider's net income.

TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective date of termination. Either party may terminate immediately for material breach by the other party that remains uncured thirty (30) days after written notice of such breach.

CONFIDENTIALITY

Each party acknowledges that the Data Resources and any non-public business, technical or financial information disclosed by one party to the other under this Agreement is Confidential Information. Recipient shall (a) use Confidential Information solely for the purposes of 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) not disclose Confidential Information to any third party except to employees, contractors or advisors having a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein.

Confidentiality obligations for Data Resources shall survive termination of this Agreement for a period of unless a longer period is required by applicable law.

Notwithstanding the foregoing, Confidential Information does not include information that (i) is or becomes generally available to the public other than as a result of a breach of this Agreement, (ii) was rightfully in Recipient's possession prior to disclosure by Discloser, or (iii) is independently developed by Recipient without use of the Discloser's Confidential Information. If Recipient is compelled by law to disclose Confidential Information, Recipient shall provide prompt written notice to Discloser (unless prohibited) and cooperate to obtain confidential treatment or a protective order.

INTELLECTUAL PROPERTY; USE RESTRICTIONS

As between the parties, Provider retains all right, title and interest in and to the Data Resources, including any underlying datasets, algorithms, models, and Provider's pre-existing intellectual property. Provider grants Client a non-exclusive, non-transferable, revocable license to use the Data Resources solely for Client's internal business purposes as expressly permitted in this Agreement. Client shall not sublicense, sell, redistribute, or create derivative products from the Data Resources except as expressly authorized in writing by Provider.

WARRANTIES; LIMITATION OF LIABILITY; INDEMNITY

Provider represents that it has the right to provide the Data Resources as contemplated by this Agreement. EXCEPT FOR THE FOREGOING, PROVIDER PROVIDES THE DATA RESOURCES "AS IS" AND DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE OR INDIRECT DAMAGES ARISING OUT OF THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR A BREACH OF CONFIDENTIALITY OR WILLFUL MISCONDUCT, EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO PROVIDER IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

Client shall indemnify and hold Provider harmless from and against any third-party claims arising from Client's misuse of the Data Resources, Client's violation of applicable law, or Client's breach of this Agreement.

DATA SECURITY AND PRIVACY

Provider shall implement and maintain industry-standard administrative, physical and technical safeguards reasonably designed to protect the confidentiality and integrity of the Data Resources. Client acknowledges that Provider may process and store data in connection with delivering the Data Resources and agrees to comply with applicable privacy laws and regulations in its use of the Data Resources.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to principles of conflicts of law. Any dispute arising under this Agreement shall be resolved by binding arbitration if the parties so agree in writing, otherwise in the courts located in the governing jurisdiction.

ENTIRE AGREEMENT; AMENDMENTS

This Agreement, together with any executed statements of work and exhibits, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous understandings, agreements and communications, whether written or oral. No amendment to this Agreement will be effective unless in writing and signed by authorized representatives of both parties.

NOTICES

All notices under this Agreement shall be in writing and delivered to the addresses provided above or to such other address as a party may designate in writing. Notices are effective upon receipt.

MISCELLANEOUS

If any provision of this Agreement is held unenforceable, the remaining provisions shall remain in full force and effect. No waiver of any breach shall constitute a waiver of any other or subsequent breach.

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