Business Database

BUSINESS DATABASE AGREEMENT

This Business Database Agreement ("Agreement") is entered into as of by and between Client Name: with principal place of business at , and Provider Name: with principal place of business at .

WHEREAS

WHEREAS, Provider has compiled, maintains and licenses a commercial business database containing business profiles, contact data, firmographics and related analytical attributes (the "Database") that is the subject of this Agreement; and

WHEREAS, Client desires to acquire from Provider a license and access to the Database for the purposes and under the terms set forth herein, and Provider is willing to grant such license and access on the terms and conditions of this Agreement.

SCOPE OF WORK

Provider shall deliver to Client the Database deliverables, access credentials, and any accompanying documentation described below. Provider will perform the work in accordance with commercially reasonable industry standards and will use reasonable efforts to meet any agreed delivery dates.

PAYMENT TERMS

Client shall pay Provider the fees set forth below in consideration for the license, access and services described in this Agreement. All fees are payable in U.S. dollars and exclusive of taxes unless otherwise stated.

Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law. Late fee: . Provider may suspend access to the Database for Client's delinquent accounts after providing ten (10) days' prior written notice.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue in effect until End Date: unless terminated earlier in accordance with this Section.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach. Provider may terminate immediately if Client fails to pay undisputed amounts when due.

Upon termination, Client's access to the Database will cease and Client shall return or destroy Provider Confidential Information in its possession within thirty (30) days, subject to the Confidentiality and Survival provisions herein.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party ("Discloser") to the other ("Recipient") in connection with this Agreement, including the Database, business plans, pricing, and customer data. Recipient shall not disclose Confidential Information to any third party except as necessary for performance and shall use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

Confidentiality obligations do not apply to information that: (a) is or becomes publicly known through no breach by Recipient; (b) is rightfully received from a third party without restriction; (c) is independently developed by Recipient without use of Discloser's Confidential Information; or (d) is required to be disclosed by law, provided Recipient gives prompt notice to Discloser and cooperates in any lawful effort to limit disclosure.

The obligations under this section shall survive termination or expiration of this Agreement for years.

INTELLECTUAL PROPERTY

Provider retains all right, title and interest in and to the Database, underlying data sources, algorithms, models and any derivative works. Provider hereby grants Client a non-transferable, non-sublicensable, Non-exclusive Exclusive license to use the Database solely for Client's internal business purposes during the Term, subject to the payment and use restrictions set forth in this Agreement.

Client shall not copy, reverse engineer, redistribute, resell, sublicense or otherwise make the Database available to third parties except as expressly permitted in this Agreement.

WARRANTIES; LIMITATION OF LIABILITY

Provider represents that it has the right to license the Database to Client. EXCEPT FOR THE FOREGOING, PROVIDER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. CLIENT ACKNOWLEDGES THAT DATA MAY CONTAIN ERRORS OR INACCURACIES AND PROVIDER DOES NOT GUARANTEE DATA COMPLETENESS OR ACCURACY.

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

INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising from its breach of this Agreement, willful misconduct or negligent acts. The indemnified party shall provide prompt notice of any claim and reasonable cooperation in the defense of such claim.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of without regard to conflict of law principles. The parties agree that the state and federal courts located in the chosen jurisdiction shall have exclusive venue for disputes arising under this Agreement, subject to injunctive relief as set forth below.

ENTIRE AGREEMENT

This Agreement, including all exhibits and written statements of work incorporated herein, constitutes the entire agreement between the parties relating to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. Any amendment must be 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 below or to such other address as a party may designate by notice in writing.

DATA SECURITY AND COMPLIANCE

Provider will implement and maintain reasonable administrative, physical and technical safeguards designed to protect the security, confidentiality and integrity of Client data contained in the Database. Client is responsible for its own compliance obligations in connection with its use of the Database and for obtaining any consents required by law to the extent Client uses data that includes personal information.

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