Business Document Bloomberg

BUSINESS DOCUMENT BLOOMBERG

This General Business Agreement ("Agreement") is entered into as of by and between the parties identified below.

Parties

Recitals

WHEREAS, Client desires to engage Service Provider to perform certain business analysis, data services and related professional services on the terms set forth in this Agreement; and

WHEREAS, Service Provider represents that it has the professional expertise, personnel and resources necessary to provide the services described herein and is willing to provide such services to Client in accordance with this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the services, compensation and confidentiality matters contained herein.

Scope of Work

Services shall be performed in a professional and workmanlike manner consistent with industry standards. Service Provider will provide progress reports and deliverables as identified in the Scope of Work and any attached schedules.

Payment Terms

Client shall pay Service Provider the fees set forth below in consideration for the performance of the Scope of Work.

Invoices are payable within days of receipt unless otherwise agreed in writing. Late payments shall accrue interest at a rate of on the outstanding balance, and Client shall be responsible for reasonable collection costs and expenses.

All fees are exclusive of taxes. Client shall be responsible for any sales, use, value-added or similar taxes applicable to the fees, except taxes based on Service Provider's net income.

Term and Termination

The term of this Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. In the event of material breach by either party, the non-breaching party may terminate if the breaching party fails to cure such breach within days after written notice of the breach.

Upon termination, Client shall pay Service Provider for all services performed and reimbursable expenses incurred through the effective date of termination. Service Provider shall deliver to Client all work in progress and completed deliverables for which Client has paid.

Confidentiality

"Confidential Information" means any non-public information disclosed by one party to the other, whether oral or written, that is designated as confidential or that reasonably should be understood to be confidential. Each party agrees to (i) use Confidential Information solely for the performance of this Agreement; (ii) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; and (iii) not disclose Confidential Information to any third party except to employees, contractors and advisors who have a need to know and are bound by confidentiality obligations no less restrictive than those set forth herein.

Confidential Information does not include information that (a) is or becomes generally available to the public through no fault of the receiving party; (b) was lawfully in the receiving party's possession prior to receipt from the disclosing party; (c) is rightfully received from a third party without restriction; or (d) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information. A party may disclose Confidential Information to the extent required by law or regulation, provided it gives prompt written notice and cooperates with the disclosing party's reasonable efforts to limit the disclosure.

Intellectual Property and Work Product

Unless otherwise agreed in writing, Service Provider retains all right, title and interest in and to its pre-existing intellectual property and methodologies. Subject to Client's payment in full of all fees due, Service Provider grants Client a non-exclusive, non-transferable, perpetual license to use the deliverables provided under this Agreement for Client's internal business purposes. Service Provider may use anonymized, aggregated information about the engagement for internal business analytics and to demonstrate experience, provided no Confidential Information of Client is disclosed.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to conflicts of law principles. The parties shall first attempt to resolve disputes in good faith through negotiation between executive-level representatives. If negotiations fail, the parties may pursue any available remedies in the courts of the chosen jurisdiction.

Representations and Warranties; Indemnification

Each party represents that it has the full power and authority to enter into this Agreement. Service Provider warrants that it will perform services in a professional manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED HEREIN, SERVICES ARE PROVIDED "AS IS" AND SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

Each party shall indemnify and hold harmless the other party from and against any third-party claims arising from the indemnifying party's gross negligence, willful misconduct or material breach of this Agreement, subject to limitations of liability that may be mutually agreed in writing.

Entire Agreement; Amendment

This Agreement, including any exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous oral or written agreements, proposals and communications. No amendment or modification of this Agreement is effective unless in a writing signed by authorized representatives of both parties.

Miscellaneous

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

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