Business DB Template

BUSINESS DB TEMPLATE

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

WHEREAS

WHEREAS, Service Provider maintains and/or develops a proprietary business database and related datasets, systems and metadata (the "Database") that aggregates and organizes information for commercial use; and

WHEREAS, Client desires to obtain the limited rights described in this Agreement to access, use, or receive services related to the Database, and Service Provider is willing to grant such rights on the terms and conditions set forth herein.

WHEREAS, the parties intend to set forth in writing their mutual rights and obligations with respect to the provision, use, protection, and payment for the Database and related services.

SCOPE OF WORK

Service Provider shall provide the Database access, data extracts, integrations, maintenance, and professional services as described below. The parties acknowledge that the scope may include licensed access, data delivery schedules, and technical support as specified in the Scope of Work field.

PAYMENT TERMS

Client shall pay Service Provider for services and/or licenses as set forth below. All amounts are payable in United States dollars unless otherwise agreed in writing. Provider shall invoice Client in accordance with the schedule below; invoices are deemed accepted if Client does not dispute in writing within the period stated.

Payment Method (select applicable):

Bank transfer    Check    Credit card

TERM AND TERMINATION

This Agreement commences on the Start Date and, unless earlier terminated in accordance with this Agreement, will continue until the End Date.

Either party may terminate this Agreement for material breach by the other party that remains uncured for the notice period stated above. Termination for insolvency, bankruptcy, or unauthorized transfer of the Database shall be immediate. Upon termination, Client shall cease all use of the Database, return or destroy Confidential Information as required, and pay all outstanding fees through the effective date of termination.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by a party relating to business operations, customer lists, pricing, Database structure, source records, and other information reasonably understood to be confidential. Each party shall: (a) hold Confidential Information in strict confidence; (b) not disclose Confidential Information except to employees and contractors who have a need to know and are bound by confidentiality obligations; and (c) use Confidential Information solely to perform its obligations under this Agreement. Confidential Information does not include information that is or becomes publicly known through no breach of this Agreement, is lawfully received from a third party without restriction, or is independently developed without reference to Confidential Information.

DATA OWNERSHIP; LICENSE

Service Provider retains all right, title and interest in and to the Database, underlying data sources, content, and intellectual property rights therein, subject to the limited license granted to Client by this Agreement. Client receives a non-exclusive, non-transferable, revocable license to use the Database solely for the business purposes expressly permitted herein. Client shall not copy, reverse engineer, sublicense, redistribute, or create derivative works from the Database except as expressly authorized in writing.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. Each party irrevocably consents to the exclusive jurisdiction and venue of the courts located in the selected state for any dispute arising out of or relating to this Agreement.

LIMITATION OF LIABILITY

EXCEPT FOR A BREACH OF CONFIDENTIALITY OR A PARTY'S INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE LIABILITY OF SERVICE PROVIDER ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

The parties acknowledge that injunctive relief may be necessary to protect rights in the Database and Confidential Information. If any provision of this Agreement is held unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the other party's prior written consent, except that Service Provider may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

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