Business DataCore Document

BUSINESS DATACORE DOCUMENT

This Business DataCore Document (the Agreement) is entered into as of Effective Date: by and between Client Name: and Service Provider Name: .

WHEREAS

WHEREAS, Client maintains proprietary business data and informational assets (the Core Data) that are integral to Client operations; and

WHEREAS, Provider has expertise, systems, and personnel to host, process, manage, analyze, and securely store Client's Core Data in accordance with the terms set forth herein; and

WHEREAS, the parties desire to set forth their respective rights, obligations, and commercial terms with respect to the handling, access, and protection of such Core Data.

SCOPE OF WORK

Provider shall, as part of the Scope of Work, receive, ingest, validate, store, index, and make available Core Data for Client in the manner and formats described above. Provider will implement administrative, technical, and physical safeguards no less rigorous than those described in this Agreement and consistent with industry standard data security practices.

PAYMENT TERMS

All fees are exclusive of taxes. Provider shall submit invoices in accordance with the Payment Schedule. Client shall pay invoiced amounts within the time stated in the Payment Schedule. Any undisputed amount not paid when due shall accrue interest at the Late Payment Fee stated above and Provider may suspend access to services after giving ten (10) days' written notice if unpaid amounts are not remitted.

TERM AND TERMINATION

Term Commencement Date: Term Expiration Date:

Either party may terminate this Agreement for material breach by the other party that remains uncured for the Notice Period set forth above. Termination will not relieve Client of its obligation to pay fees for services performed prior to termination or for any non-cancellable commitments incurred by Provider in connection with the services.

CONFIDENTIALITY

"Confidential Information" means any non-public information disclosed by one party to the other, including Core Data, business and technical information, and any derivative analyses. Recipient shall hold Confidential Information in strict confidence, shall not disclose it to third parties except as expressly permitted in this Agreement, and shall use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but no less than a reasonable standard of care.

Confidential obligations do not apply to information that: (a) is or becomes public through no fault of Recipient; (b) was rightfully in Recipient's possession prior to disclosure; (c) was received from a third party without breach of any obligation of confidentiality; or (d) is independently developed by Recipient without use of Confidential Information. Upon termination, Provider shall return or destroy Client's Confidential Information as instructed by Client and certify destruction in writing within thirty (30) days.

DATA OWNERSHIP, SECURITY AND USE

Client retains all right, title and interest in and to the Core Data and any intellectual property rights therein. Provider shall use Core Data solely to perform the services described herein and shall not sell, sublicense, or otherwise commercialize Client's Core Data except as expressly authorized in writing.

Provider is permitted to aggregate and anonymize Client's data for internal benchmarking, analytics, and service improvement provided such aggregated data contains no personally identifiable or re-identifiable elements.

Provider shall implement and maintain reasonable administrative, physical and technical safeguards appropriate to the sensitivity of the Core Data, including encryption at-rest and in-transit where required by applicable law, access controls, logging, and periodic vulnerability assessments. Provider will notify Client without undue delay upon becoming aware of any unauthorized access to Core Data and will cooperate in remediation.

LIMITATION OF LIABILITY AND INDEMNIFICATION

Neither party shall be liable to the other for indirect, incidental, consequential, special, exemplary, or punitive damages arising out of this Agreement, except for willful misconduct or breach of confidentiality. Client shall indemnify and hold Provider harmless from third-party claims arising from Client's negligent or unlawful use of the services or Client-supplied data. Provider shall indemnify Client for claims arising from Provider's gross negligence or willful misconduct in performing the services.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified above, without regard to conflict of law principles. Exclusive venue for any dispute in connection with this Agreement will be the state or federal courts located within that jurisdiction.

ENTIRE AGREEMENT

This Agreement, together with any exhibits and attachments executed by the parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior proposals, negotiations, representations, and agreements, whether written or oral. Any modification must be in writing and signed by authorized representatives of both parties.

NOTICES

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Provider may assign to an affiliate or in connection with a merger or sale of substantially all its assets.

Sign Now