Business Database Agreement

BUSINESS DATABASE AGREEMENT

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

Effective Date:

RECITALS

WHEREAS, Provider compiles, maintains and updates a proprietary database containing business contact information, demographics, firmographics, and related analytics (the Database); and

WHEREAS, Client desires to obtain access to and use of the Database for Client's internal business purposes subject to the terms and restrictions set forth herein; and

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. SCOPE OF WORK

Provider will provide Client with access to the Database and associated delivery services as described below. Provider will supply data extracts, API access, or hosted query access as applicable and as detailed in the Scope of Work field.

2. LICENSE GRANT AND RESTRICTIONS

2.1 License Grant. Subject to payment of fees and compliance with this Agreement, Provider grants Client a non-exclusive, non-transferable, revocable license to access and use the Database solely for Client's internal business purposes during the Term.

2.2 Restrictions. Client shall not (a) sell, sublicense, distribute, publish or make available the Database or derived data to third parties; (b) use the Database to compile a competing product; (c) reverse engineer or attempt to re-create Provider's data sources or methodologies; or (d) use the Database in violation of applicable law.

3. FEES AND PAYMENT

3.1 Fees. Client shall pay Provider the fees set forth below for access to the Database.

3.2 Taxes. All fees are exclusive of taxes, duties or levies. Client is responsible for all applicable taxes resulting from the transactions under this Agreement, except for taxes based on Provider's net income.

4. TERM AND TERMINATION

4.1 Term. The term of this Agreement (the Term) shall commence on the Effective Date and continue until End Date or until earlier termination in accordance with this Section.

Start Date:    End Date:

4.2 Termination for Convenience. Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the intended termination date.

4.3 Termination for Cause. Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice of the breach.

4.4 Effect of Termination. Upon expiration or termination, Client shall immediately cease all use of the Database. Client shall, within thirty (30) days, certify in writing that it has returned or destroyed all copies of the Database and any derived datasets, except as required to be retained by law and subject to Provider's ownership rights.

5. CONFIDENTIALITY

5.1 Definition. "Confidential Information" means all non-public information disclosed by a party or disclosed to a party in connection with this Agreement, including the Database, pricing, business processes, customer lists, and technical information, whether in written, oral, electronic or other form.

5.2 Obligations. Each receiving party shall (a) 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; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to its employees, agents or contractors who have a need to know and are bound by confidentiality obligations at least as protective as those herein.

5.3 Exclusions. Confidential Information does not include information that is (a) publicly known through no fault of the receiving party; (b) rightfully received from a third party without restriction; (c) independently developed without use of Confidential Information; or (d) required to be disclosed by law, provided the disclosing party is given prompt notice and an opportunity to seek protective relief.

6. DATA OWNERSHIP, SECURITY AND PRIVACY

6.1 Ownership. Provider retains all right, title and interest in and to the Database, including underlying data, source code, methodologies, and all intellectual property rights. Client obtains only the limited license expressly set forth in this Agreement.

6.2 Security. Provider will maintain commercially reasonable administrative, physical, and technical safeguards designed to protect the Database from unauthorized access, use, alteration or disclosure. Client shall maintain appropriate controls to protect access credentials and shall promptly notify Provider of any suspected security breach.

6.3 Privacy Compliance. Each party shall comply with applicable data protection and privacy laws in its use and processing of personal data contained in the Database. Client shall not use the Database in any manner that violates applicable privacy law.

7. REPRESENTATIONS, WARRANTIES AND DISCLAIMERS

7.1 Mutual Representations. Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder.

7.2 Provider Warranty. Provider represents that, to the best of its knowledge, it has the right to license the Database as provided herein. Provider does not warrant that the Database will be error-free or uninterrupted.

7.3 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE DATABASE IS PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

8. INDEMNIFICATION; LIMITATION OF LIABILITY

8.1 Indemnification by Client. Client shall indemnify, defend and hold harmless Provider and its officers, directors and agents from and against any third-party claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of Client's misuse of the Database or breach of this Agreement.

8.2 Limitation of Liability. EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS OR A PARTY'S BREACH OF CONFIDENTIALITY OR VIOLATION OF INTELLECTUAL PROPERTY RIGHTS, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES. IN NO EVENT SHALL PROVIDER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT EXCEED THE TOTAL FEES PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

9. 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 laws principles. The parties submit to the exclusive jurisdiction and venue of the state and federal courts located in that State for any action arising out of this Agreement.

10. MISCELLANEOUS

10.1 Entire Agreement. This Agreement, including all 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 or communications, whether written or oral.

10.2 Amendment; Waiver. No amendment or waiver of any provision of this Agreement will be effective unless made in a writing signed by both parties. No failure or delay in exercising any right will operate as a waiver.

10.3 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

NOTICES

All notices under this Agreement shall be in writing and delivered to the addresses specified below or to such other address as either party may designate by notice to the other.

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