Business DB Document

BUSINESS DB DOCUMENT

This Business DB Document (the "Agreement") is entered into as of Effective Date: by and between Provider Name: with principal place of business at and Client Name: with principal place of business at .

WHEREAS

WHEREAS, Provider maintains, curates and licenses business databases, data feeds, and related analytics (collectively, the "Database") and has the expertise and resources to deliver, host, and support such Database offerings;

WHEREAS, Client desires to obtain certain rights to access, use, and receive updates to Provider's Database for Client's internal business purposes under the terms and conditions set forth in this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows.

SCOPE OF WORK

Provider shall provide the Database deliverables described above, including data schema, scheduled updates, technical documentation, and reasonable operational support. Provider will use commercially reasonable efforts to maintain data accuracy but does not warrant completeness or fitness for any particular purpose except as expressly set forth in this Agreement.

PAYMENT TERMS

Unless otherwise stated in the Payment Schedule, Provider will invoice Client in accordance with the schedule above. Payments are due within days of invoice receipt. Overdue amounts shall accrue interest at per month (or the maximum permitted by law), plus any reasonable collection costs incurred by Provider. Provider may suspend access to the Database for Client's uncured payment default of more than days after written notice.

TERM AND TERMINATION

The term of this Agreement shall commence on Start Date: and shall continue in effect until 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 breach remains uncured for days after receipt of written notice specifying the breach. Either party may terminate for convenience upon days' prior written notice. Upon termination, Client shall pay Provider for all fees and expenses accrued through the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party (the "Discloser") to the other (the "Recipient") in any form that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances. Confidential Information includes, without limitation, Database content, data structures, source lists, pricing, and business plans.

The Recipient shall (a) not disclose Confidential Information to any third party except as permitted herein; (b) use Confidential Information solely for the performance of this Agreement; and (c) take reasonable measures to protect Confidential Information from unauthorized use or disclosure. Recipient may disclose Confidential Information to employees, contractors or professional advisors on a need-to-know basis provided such persons are bound by confidentiality obligations no less protective than those in this Agreement.

Confidentiality obligations shall survive termination of this Agreement for a period of years, except with respect to trade secrets, for which protection shall continue for as long as such information qualifies as a trade secret under applicable law.

OWNERSHIP; LICENSE

Provider retains all right, title and interest in and to the Database and all intellectual property rights therein. Provider grants Client a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Database solely for Client's internal business purposes during the term, subject to payment in full and compliance with this Agreement. Client acquires no ownership rights in the Database or Provider's underlying systems, tools, or aggregated data derived from the Database.

LIMITATION OF LIABILITY

EXCEPT FOR A BREACH OF CONFIDENTIALITY OR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE UNDER THIS AGREEMENT FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, WHETHER IN CONTRACT, TORT OR OTHERWISE. PROVIDER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE PRIOR TWELVE (12) MONTHS.

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 shall first attempt in good faith to resolve disputes by negotiation between senior representatives. If unresolved within thirty (30) days, disputes may be submitted to binding arbitration in the county of Provider's principal place of business, in accordance with the rules agreed by the parties.

ENTIRE AGREEMENT; MISCELLANEOUS

This Agreement, including any attachments and written orders incorporated herein, constitutes the entire agreement between the parties concerning the subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. No amendment shall be effective unless in writing and signed by authorized representatives of both parties. Neither party may assign this Agreement without the prior written consent of the other, except to a successor in interest by merger or sale of substantially all assets.

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Headings are for convenience only and do not affect interpretation.

NOTICES

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