Business DataBot Template

BUSINESS DATABOT TEMPLATE

This Business DataBot Template (the "Agreement") is entered into as of by and between Provider: , located at , and Client: , located at .

WHEREAS

Whereas Provider develops, configures, and operates automated data collection and analysis agents (the "DataBot Technology") and offers related professional services; and

Whereas Client desires Provider to provide DataBot services to collect, process, and deliver business data and analytics under the terms and conditions set forth in this Agreement; and

Whereas the parties intend to define the scope, payment terms, confidentiality obligations, and governance of such services.

SCOPE OF WORK

Provider shall perform the services described below for Client in accordance with the specifications, schedule, and acceptance criteria set forth within this Section and any attached statements. Provider will use commercially reasonable efforts and qualified personnel to perform the services professionally and in a timely manner.

PAYMENT TERMS

In consideration for the services provided, Client shall pay Provider in accordance with the following payment terms.

Select schedule: One-time By milestone Recurring

Outstanding amounts not paid within the payment period shall incur interest at % per month, compounded monthly, or the maximum rate permitted by law, whichever is lower.

TERM AND TERMINATION

This Agreement shall commence on the Start Date and shall continue until the End Date unless earlier terminated 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 the notice period specified above. Termination for convenience shall be permitted only if expressly agreed in writing and subject to payment for work performed through the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by a party ("Discloser") to the other ("Recipient"), whether oral, written, or electronic, including business plans, customer data, models, source code, processes, and trade secrets. Confidential Information does not include information that (a) is or becomes publicly available through no fault of Recipient; (b) was lawfully in Recipient's possession prior to disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed without use of Discloser's Confidential Information.

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

Recipient may disclose Confidential Information to the extent required by law or court order, provided Recipient gives Discloser prompt written notice and cooperates with Discloser in any lawful attempt to obtain protective measures. The obligations of confidentiality survive termination or expiration of this Agreement for the duration specified above.

INTELLECTUAL PROPERTY

Unless otherwise agreed in a written statement of work, Provider retains all right, title, and interest in and to Provider's preexisting tools, DataBot Technology, software, algorithms, and methodologies. Client is granted a non-exclusive, non-transferable right to use deliverables solely for its internal business purposes. Any custom code or deliverables specifically developed for Client pursuant to this Agreement will be delivered under a license to Client as set forth in the applicable statement of work.

LIMITATION OF LIABILITY

Each party's aggregate liability arising out of or related to this Agreement shall be limited to direct damages not to exceed the fees paid to Provider under this Agreement in the twelve (12) months preceding the claim. In no event shall either party be liable for special, incidental, consequential, punitive, or exemplary damages, even if advised of the possibility of such damages, except for claims arising from willful misconduct or breach of confidentiality obligations.

NOTICES

All notices shall be in writing and delivered by hand, commercial courier, or certified mail to the addresses set forth in this Agreement or as otherwise designated in writing.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law rules. The parties submit to the exclusive jurisdiction of the courts of that state for disputes arising under this Agreement.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with any exhibits and statements of work executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications. No modification, amendment, or waiver shall be effective unless in writing signed by duly 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 Provider may assign to an affiliate or in connection with a merger or sale of substantially all its assets. If any provision is held invalid or unenforceable, the remaining provisions will remain in full force and effect.

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