Business Data Services Agreement

Business Data Services Agreement

This Business Data Services Agreement (the "Agreement") is made and entered into as of the Effective Date set forth below by and between:

Parties

Recitals

WHEREAS, Service Provider possesses expertise, personnel, software, systems and procedures necessary to provide data collection, processing, analytics and related services (collectively, "Services") to organizations requiring business data management and analysis;

WHEREAS, Client desires to retain Service Provider to perform Services as set forth in this Agreement and Service Provider is willing to provide such Services under the terms and conditions set forth herein; and

WHEREAS, the parties intend that the Services, deliverables and data handling obligations be memorialized in this Agreement effective as of the Effective Date below.

Effective Date

Effective Date:

Scope of Work

Service Provider will perform the Services described below. The description below constitutes the scope of work and deliverables that Service Provider shall provide to Client. Any changes to scope shall be documented in a written amendment signed by both parties.

Payment Terms

Client shall pay Service Provider the fees and expenses set forth below in consideration for the Services. Payment obligations are non-cancelable except as provided in Term and Termination.

Invoices shall be submitted to Client and are payable net days from invoice date. Past due amounts shall accrue interest at the lesser of % per month (or the maximum permitted by law), and a late fee minimum of $ .

Unless otherwise stated, Client shall reimburse Service Provider for pre-approved, reasonable out-of-pocket expenses incurred in performing Services upon presentation of documentation.

Term and Termination

This Agreement shall commence on Start Date: and, unless earlier terminated in accordance with this Agreement, shall continue until End Date: or completion of the Services.

Either party may terminate this Agreement for convenience upon providing the other party with written notice at least days prior to the effective date of termination. Either party may terminate for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Upon termination, Client shall pay Service Provider for all Services performed and documented expenses incurred through the effective date of termination. Sections addressing confidentiality, payment of fees, warranties disclaimers (if any), indemnity and governing law survive termination.

Confidentiality

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by one party ("Discloser") to the other party ("Recipient") in any form that is designated as confidential or that by its nature should reasonably be understood to be confidential, including but not limited to business plans, data sets, Personally Identifiable Information, trade secrets, pricing, and technical specifications.

Recipient shall (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein.

Confidential Information does not include information that (i) is or becomes publicly known through no breach by Recipient; (ii) was rightfully in Recipient's possession prior to receipt from Discloser; (iii) is rightfully received by Recipient from a third party without restriction; or (iv) is independently developed by Recipient without use of or reference to Discloser's Confidential Information.

Upon termination or written request, Recipient shall return or certify destruction of Discloser's Confidential Information, except that Recipient may retain one archival copy as required for legal or regulatory compliance. The confidentiality obligations shall survive termination for a period of years, or for trade secret information, as long as such information remains a trade secret under applicable law.

Data Security and Data Handling

Service Provider shall implement and maintain administrative, physical and technical safeguards appropriate to the nature of the data and the Services, consistent with industry standards, to protect against unauthorized access, disclosure, alteration or destruction of Client Data. Service Provider shall promptly notify Client of any unauthorized access or data breach affecting Client Data and shall cooperate in good faith to remediate and mitigate the impact of such event.

Representations and Warranties; Limitation of Liability

Each party represents that it has the power and authority to enter into this Agreement. Service Provider warrants that Services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT FOR THE EXPRESS WARRANTY SET FORTH HEREIN, SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF SERVICE PROVIDER FOR CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below without regard to conflicts of law principles. The parties shall attempt in good faith to resolve disputes promptly by negotiation between senior executives. If the parties cannot resolve a dispute through negotiation within thirty (30) days, either party may pursue any available legal or equitable remedy.

Entire Agreement; Amendments

This Agreement, including any exhibits and attachments, 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 oral or written. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth in the Parties section or to such other address as either party may designate in writing. Notices shall be deemed given upon personal delivery, confirmed electronic transmission, or three (3) business days after deposit with a nationally recognized overnight courier.

Additional Provisions

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except that Service Provider may assign this Agreement in connection with a merger, sale of substantially all assets, or transfer to an affiliate.

Independent Contractors: The parties are independent contractors and nothing in this Agreement creates an agency, partnership or joint venture relationship.

Remedies: Each party acknowledges that breach of confidentiality or unauthorized use of the other party's data may cause irreparable injury for which monetary damages may be inadequate and agrees that injunctive relief may be sought in addition to other remedies.

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