Business Data Template

BUSINESS DATA TEMPLATE

This Business Data Template (the Agreement) is entered into as of Effective Date: by and between:

RECITALS

WHEREAS, Company maintains, aggregates and licenses business-related data, records and analytical outputs (collectively, Business Data) concerning commercial entities, and possesses the technical capacity to deliver structured data to clients under contractual terms;

WHEREAS, Client requires access to specified Business Data for lawful business purposes, including but not limited to market analysis, due diligence and customer profiling, and agrees to receive and use such data under the terms set forth in this Agreement;

WHEREAS, the parties desire to set forth the scope, delivery, fees, confidentiality protections and other material terms governing the provision and use of Business Data.

SCOPE OF WORK

Company shall provide Business Data, data extracts, and any accompanying documentation or schema definitions as described below. The data delivery, format, frequency, and any validation or acceptance criteria are set forth in the Scope of Work section below.

BUSINESS DATA ELEMENTS

The Business Data to be delivered shall include the following fields where available. Parties acknowledge that not every field will be present for every record, and that Company warrants the data only as to the representations set forth in this Agreement.

PAYMENT TERMS

Client shall pay Company the fees described below. All amounts are payable in U.S. Dollars and are due pursuant to the schedule set forth in this section.

Company will issue invoices in accordance with the Payment Schedule. Unpaid amounts are subject to the Late Fee noted above and any reasonable collection costs incurred by Company.

TERM AND TERMINATION

This Agreement commences on Start Date: and, unless earlier terminated in accordance with this Agreement, shall continue until End Date: .

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

Upon termination, Client shall pay Company for all work performed and data delivered through the effective termination date and shall cease all use of Business Data not expressly permitted to survive.

CONFIDENTIALITY

For purposes of this Agreement, Confidential Information means non-public information disclosed by one party (Disclosing Party) to the other (Receiving Party), whether disclosed orally, visually or in writing, 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, including Business Data, customer lists, pricing, methodologies, and technical processes.

The Receiving Party 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 in no event less than reasonable care; (b) not disclose Confidential Information to any third party except as expressly permitted herein; and (c) not use Confidential Information except to perform its obligations under this Agreement. The Receiving Party may disclose Confidential Information to its employees, contractors and advisors who have a strict need to know and are bound by confidentiality obligations no less protective than those in this Agreement.

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 in the Receiving Party’s possession prior to receipt from the Disclosing Party without an obligation of confidentiality; (iii) is received from a third party without breach of any obligation of confidentiality; or (iv) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.

Upon termination or upon written request, the Receiving Party shall promptly return or destroy, at the Disclosing Party’s option, Confidential Information and certify in writing the disposition of such materials. The obligations under this Confidentiality section survive termination of this Agreement for a period of three (3) years, except that trade secrets shall be protected for as long as they qualify as trade secrets under applicable law.

PERMITTED USE; RESTRICTIONS

Client may use Business Data solely for the internal business purposes expressly authorized in this Agreement. Client shall not sell, sublicense, distribute, publish, or otherwise make available Business Data to any third party except as expressly permitted in writing by Company. Client shall not attempt to re-identify anonymized data or circumvent technical protections applied to the Business Data.

NOTICES

All notices required or permitted under this Agreement shall be sent to the addresses set forth above or to such other address as either party designates by notice in accordance with this section. Notices shall be in writing and shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or three (3) business days after deposit in the mail (first-class, certified or registered).

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its choice-of-law rules. The parties agree that any dispute arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in the county in such state agreed by the parties.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any Scope of Work and exhibits attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings and agreements, whether written or oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Assignment: Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that Company may assign to an affiliate or in connection with a merger, sale of substantially all assets, or change of control. Any purported assignment in violation of this section is void.

Severability: If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remainder of this Agreement shall remain in full force and effect to the maximum extent permitted by law.

Remedies: The parties acknowledge that a breach of the Confidentiality or Permitted Use provisions may cause irreparable harm for which monetary damages would be inadequate, and the non-breaching party shall be entitled to seek injunctive relief in addition to other remedies.

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