Business Harvest Document

BUSINESS HARVEST DOCUMENT

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

RECITALS (WHEREAS)

WHEREAS, Client operates or owns certain business assets, records, customer lists, lead databases, operational data and related materials described below (collectively, the Business Assets) and seeks to collect, organize, transfer, analyze, or monetize such Business Assets; and

WHEREAS, Service Provider has experience, systems and personnel necessary to perform business harvesting activities including data extraction, cleansing, classification, enrichment and delivery pursuant to the terms set forth herein; and

WHEREAS, the parties wish to set forth the terms and conditions under which Service Provider will harvest, process and deliver the Business Assets to Client and the associated payment, confidentiality and compliance obligations.

SCOPE OF WORK

PAYMENT TERMS

Client shall pay Service Provider the Fees for performance of the Scope of Work as set forth below.

Late payments shall bear interest and fees as set forth below.

Percent per month on overdue amounts and a one-time administrative charge of for each invoice past due more than days.

TERM AND TERMINATION

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within the notice period specified above following receipt of written notice describing the breach. Termination shall not relieve Client of the obligation to pay for Services performed through the effective date of termination.

CONFIDENTIALITY

Each party acknowledges that in connection with the performance of this Agreement it may receive Confidential Information of the other party. "Confidential Information" means all non-public business, technical, product, customer, pricing, and financial information, and any copies or extracts thereof. Each party shall: (a) use Confidential Information only as necessary to perform its obligations under this Agreement; (b) restrict disclosure to those employees, agents or subcontractors having a need to know and bound by confidentiality obligations at least as protective as those herein; and (c) exercise at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

Confidential Information shall not include information that: (i) is or becomes generally available to the public through no wrongful act of the receiving party; (ii) was rightfully known by the receiving party prior to disclosure; (iii) is rightfully obtained from a third party without breach of any obligation of confidentiality; or (iv) is independently developed by the receiving party without use of Confidential Information. Upon termination, receiving party shall return or destroy Confidential Information as requested in writing by disclosing party.

COMPLIANCE AND DATA HANDLING

Service Provider shall perform harvesting activities in compliance with all applicable laws, rules and contractual obligations, including laws governing privacy, consumer protection, and data transfer. Service Provider represents that it will obtain all necessary consents and authorizations for collection, processing and transfer of personal data and shall implement reasonable administrative, technical and physical safeguards to protect such data.

INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party and its officers, directors, employees and agents from and against any and all claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of or resulting from the indemnifying party's breach of this Agreement, negligence, willful misconduct or violation of applicable law in connection with performance under this Agreement.

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.

ENTIRE AGREEMENT

This Agreement, including all exhibits and statements of work expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous understandings, proposals, negotiations, and communications, whether written or oral. No amendment to this Agreement shall be effective except by a written instrument signed by both parties.

NOTICES

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect and such provision shall be reformed only to the extent necessary to make it enforceable. No waiver shall be effective unless in writing and signed by the waiving party.

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