Business Data Squad Template

BUSINESS DATA SQUAD TEMPLATE

This Business Data Services Agreement (the Agreement) is entered into as of by and between Client Name: with address at (Client), and Provider Name: with address at (Provider).

WHEREAS

WHEREAS, Client requires data collection, transformation, analysis and dashboarding services to support business decision-making and operational needs; and

WHEREAS, Provider has expertise, tooling, personnel and procedures to perform data engineering, quality assurance, analytics and reporting services (the Services) and is willing to provide such Services to Client on the terms and conditions set forth herein; and

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

SCOPE OF WORK

Provider shall perform the Services described below. Provider shall deliver the Deliverables and perform the tasks with commercially reasonable skill and care in accordance with industry standards.

PAYMENT TERMS

Client shall pay Provider for the Services as set forth below. All amounts are stated in the currency specified in the invoice.

Invoices are payable within days of the invoice date. Overdue amounts shall accrue a late fee of % per month, or the maximum permitted by law, whichever is less. Client shall reimburse Provider for reasonable, preapproved out-of-pocket expenses incurred in performing the Services upon submission of receipts.

TERM AND TERMINATION

This Agreement commences on the Start Date: and continues until the End Date: unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon written notice delivered at least days prior to termination. A material breach by either party that is not cured within days after written notice may be terminated immediately by the non-breaching party.

Upon termination, Client shall pay Provider for Services performed and expenses incurred through the effective date of termination. Provider shall deliver to Client any completed Deliverables and return Client data in a reasonably usable format.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party (Disclosing Party) to the other (Receiving Party) in any form that is designated confidential or that reasonably should be understood to be confidential given the nature of the information. Confidential Information includes, without limitation, data sets, customer lists, pricing, analytics, models, code, and specifications.

The Receiving Party shall: (a) hold Confidential Information in 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 for the performance of this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors or advisors with a need to know who are bound by confidentiality obligations at least as protective as those in this Agreement.

Confidential Information does not include information that: (i) is or becomes publicly available through no fault of the Receiving Party; (ii) was rightfully known to the Receiving Party without restriction prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed without use of the Disclosing Party's Confidential Information. A Receiving Party may disclose Confidential Information if required by law, provided it gives prompt written notice to the Disclosing Party and cooperates to seek a protective order or other appropriate remedy.

DATA SECURITY AND PRIVACY

Provider shall implement and maintain administrative, physical and technical safeguards appropriate to the nature of the data, to protect against unauthorized access, disclosure, alteration or destruction of Client Data. Provider shall notify Client without undue delay upon becoming aware of any security breach affecting Client Data and shall cooperate in good faith with Client regarding investigation, mitigation and regulatory notifications as required by applicable law.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Provider retains ownership of its pre-existing tools, software, methodologies and know-how. Subject to Client's payment in full of all fees due, Provider assigns to Client all right, title and interest in final Deliverables specifically and exclusively prepared for Client under this Agreement (Work Product). Provider hereby grants Client a perpetual, worldwide, non-exclusive license to use Provider's pre-existing materials that are incorporated into the Work Product solely to the extent reasonably necessary to use the Work Product for Client's internal business purposes.

WARRANTIES; LIMITATION OF LIABILITY

Provider represents that it will perform the Services in a professional manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties shall attempt in good faith to resolve disputes promptly by negotiation between senior executives. If unresolved within 30 days, disputes may be submitted to the exclusive jurisdiction of the state and federal courts located in the governing state.

ENTIRE AGREEMENT; MISCELLANEOUS

This Agreement, together with any attachments and accepted Statements of Work, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements and understandings. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

Notices under this Agreement shall be in writing and delivered to the party's notice address provided below. This Agreement is binding upon and inures to the benefit of the parties and their respective successors and permitted assigns. Neither party may assign this Agreement without the prior written consent of the other, except to a successor by merger or acquisition.

NOTICES

All notices must be sent to the addresses listed in this Agreement or such other address as a party designates by written notice. Notices by email are effective upon delivery if sent to the contact email designated above.

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