Business DQA Document

BUSINESS DQA AGREEMENT

Effective Date:

WHEREAS

WHEREAS, Service Provider is engaged in the business of providing data quality assurance, validation, remediation and related consulting services to improve the accuracy, completeness and reliability of business data; and

WHEREAS, Client desires to retain Service Provider to perform Data Quality Assurance services described in this Agreement and Service Provider agrees to perform such services under the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties agree as follows:

SCOPE OF WORK

Service Provider will perform Data Quality Assurance activities including, but not limited to, profiling, validation rule definition and execution, data cleansing, deduplication, schema conformance checks, completeness checks, and exception reporting. Acceptance criteria and deliverables are set forth below and may be updated by written amendment signed by both parties.

PAYMENT TERMS

As consideration for the services provided, Client shall pay Service Provider as set forth below. All fees are exclusive of taxes unless otherwise stated. Client shall reimburse Provider for reasonable, preapproved out-of-pocket expenses incurred in performance of the services.

In the event payments are overdue, interest shall accrue at the rate stated in the Late Payment Fee above and Client shall reimburse Service Provider for reasonable collection costs and attorneys' fees incurred to recover unpaid amounts.

TERM AND TERMINATION

This Agreement shall commence on the Start Date and continue until the End Date or until earlier terminated as provided herein.

Start Date:     End Date:

Either party may terminate this Agreement for material breach by the other party if such breach remains uncured for the notice period specified above following written notice. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred prior to the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means non-public business, technical and financial information disclosed by either party to the other, whether orally, in writing, or by inspection, that is designated as confidential or that reasonably should be understood to be confidential. Each party shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure to its employees, contractors and advisors who have a need to know and who are bound by confidentiality obligations no less protective than this Agreement; and (c) take reasonable measures to protect Confidential Information from unauthorized disclosure.

Confidential Information shall not include information that: (i) is or becomes publicly available through no fault of the receiving party; (ii) was rightfully in the receiving party’s possession prior to disclosure; (iii) is independently developed without use of the disclosing party’s Confidential Information; or (iv) is required to be disclosed by law, provided the receiving party gives prompt written notice and cooperates to seek protective measures.

DATA QUALITY STANDARDS AND ACCEPTANCE

Service Provider represents that services will be performed in a professional and workmanlike manner consistent with industry standards for data quality assurance. Client shall have a period of ten (10) business days following delivery of each deliverable to review and notify Service Provider of any material deficiencies in meeting agreed acceptance criteria. Service Provider shall, at its expense, correct such deficiencies within a commercially reasonable time.

LIMITATION OF LIABILITY

Except for liability arising from wilful misconduct or breach of confidentiality, each party’s aggregate liability for claims arising out of or relating to this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement in the twelve (12) months prior to the event giving rise to the claim. Neither party shall be liable for any consequential, incidental, special or punitive damages.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of: without regard to its conflicts of law principles.

ENTIRE AGREEMENT

This Agreement, including any exhibits and written amendments duly executed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, proposals and agreements, whether written or oral. No modification of this Agreement will be effective unless it is in writing and signed by an authorized representative of each party.

MISCELLANEOUS

Each party represents and warrants that it has the full power and authority to enter into this Agreement. Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other, except to a successor in interest in connection with a merger or sale of substantially all assets.

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