Business Datum Template

Business Datum Template

Effective Date:

Parties

Recitals

WHEREAS, Party A is engaged in the business of collecting, organizing, analyzing, and maintaining business data and proprietary databases ("Services"); and

WHEREAS, Party B desires to retain Party A to perform Services on the terms and conditions set forth in this Agreement and Party A agrees to perform such Services for Party B; and

WHEREAS, the parties intend for this Agreement to define their rights and obligations with respect to the Services and the handling of Business Datum and Confidential Information.

Scope of Work

Payment Terms

Compensation: Party B shall pay Party A the sums set forth below in consideration for the Services. Payment shall be made in United States dollars and in accordance with the following schedule and conditions.

Late Payment: In the event any undisputed amount owed by Party B is not paid within days of the invoice due date, Party B shall pay interest of per month on the overdue amount, or the maximum legal rate if lower, together with reasonable collection costs and attorneys' fees incurred by Party A.

Term and Termination

Term: This Agreement shall commence on the Effective Date and shall continue in full force until unless earlier terminated as provided herein.

Termination for Convenience: Either party may terminate this Agreement for any reason upon written notice to the other party not less than days prior to the effective date of termination. Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches any obligation hereunder and fails to cure within 15 days after receipt of written notice specifying the breach.

Confidentiality

Definition: "Confidential Information" means non-public information disclosed by a party 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 plans, customer lists, pricing, technical data, algorithms, and raw business datum.

Obligations: Each party shall (i) hold the other party's Confidential Information in strict confidence, (ii) use Confidential Information solely to perform its obligations under this Agreement, and (iii) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and are bound by written confidentiality obligations at least as protective as those herein. The receiving party shall implement reasonable administrative, physical and technical safeguards to protect Confidential Information from unauthorized access, use or disclosure.

Exclusions: Confidential Information does not include information that: (a) is or becomes publicly available through no breach of this Agreement; (b) is rightfully received by the receiving party from a third party without restriction; (c) is independently developed without use of the disclosing party's Confidential Information; or (d) is required to be disclosed by law, provided the disclosing party is given prompt written notice and cooperates in any lawful effort to limit disclosure.

Intellectual Property and Data Rights

Ownership: As between the parties, Party A shall retain all right, title and interest in and to pre-existing intellectual property and tools, methodologies and aggregated or anonymized data derived from the Services, subject to Party B's rights in its Confidential Information and any Deliverables expressly identified as work-for-hire or assigned in writing. Party B retains ownership of its provided raw data and any Customer Data.

License: Subject to payment in full, Party A grants Party B a non-exclusive, non-transferable license to use the Deliverables for its internal business purposes, as expressly set forth in this Agreement.

Representations; Warranties; Limitation of Liability

Each party represents that it has the authority to enter into this Agreement. Party A warrants that it will perform Services in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" AND PARTY A DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID BY PARTY B TO PARTY A UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located within that state for any dispute arising out of or relating to this Agreement.

Entire Agreement; Amendment

This Agreement, including any exhibits and attachments, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements, proposals, negotiations and communications, whether written or oral. Any amendment or modification of this Agreement 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 shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or by certified mail, return receipt requested, addressed to the party at the address set forth above or such other address as either party may specify in writing.

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 either party may assign this Agreement in connection with a merger, sale of substantially all assets, or other change of control.

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

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