Business Inference Network

BUSINESS INFERENCE NETWORK AGREEMENT

This Business Inference Network Agreement ("Agreement") is made and entered into as of Effective Date: by and between Provider Name: , with primary business address , and Participant Name: , with primary business address .

RECITALS (WHEREAS)

WHEREAS, Provider operates a Business Inference Network that aggregates structured and derived inferences from anonymized business signals and analytical models for use by network participants for strategic decision-making; and

WHEREAS, Participant desires to receive access to certain inference outputs and to contribute permitted data to the Network under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend to define the scope, compensation, confidentiality obligations and governance applicable to Participant's access and Provider's delivery of inference services through the Network.

SCOPE OF WORK

Provider shall provide Participant with access to inference outputs, dashboards, and related technical support as described above. Provider's obligations include maintenance of inference models, scheduled updates, and reasonable technical assistance during Provider's normal business hours. Participant's obligations include timely provision of agreed data feeds, cooperation for integration, and compliance with this Agreement and any applicable usage limits set forth in the Scope of Work.

PAYMENT TERMS

Invoices are due within days of receipt by Participant. Late payments shall accrue interest at the greater of (i) % per month, compounded monthly, or (ii) a flat late fee of per invoice, until paid in full.

TERM AND TERMINATION

The term of this Agreement shall commence on Start Date: and shall continue until End Date: , unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon providing days' prior written notice. Either party may terminate immediately upon written notice for material breach by the other party that remains uncured thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Participant of its obligation to pay fees accrued through the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by a party (Disclosing Party) to the other party (Receiving Party), whether disclosed orally, visually or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including business models, inference outputs, technical specifications, data contributions, and pricing.

The Receiving Party shall (i) use Confidential Information solely to perform its obligations under this Agreement, (ii) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but not less than a reasonable standard of care, and (iii) not disclose Confidential Information to any third party except to its employees, contractors or advisors who have a need to know and are bound by confidentiality obligations at least as protective as those in this Agreement. Confidential Information does not include information that: (a) is or becomes generally available to the public other than through a breach by the Receiving Party; (b) was known to the Receiving Party prior to disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed without use of the Disclosing Party's Confidential Information.

Receiving Party acknowledges and agrees to the confidentiality obligations set forth above.

INTELLECTUAL PROPERTY & DATA

Except as expressly provided herein, each party retains all right, title and interest in and to its pre-existing intellectual property. Provider retains ownership of derived inference models, algorithmic processes, model weights and aggregated non-identifiable outputs. Participant retains ownership of raw data it contributes. Participant grants Provider a non-exclusive, worldwide, royalty-free license to use Participant-contributed data solely to operate, train and improve the Business Inference Network, subject to the Confidentiality provisions and any restrictions specified in the Scope of Work.

LIMITATION OF LIABILITY

Except for wilful misconduct or breaches of confidentiality or infringement of intellectual property rights, neither party shall be liable for special, incidental, indirect or consequential damages arising out of this Agreement. Each party's aggregate liability for direct damages arising out of or relating to this Agreement shall not exceed the fees paid or payable by Participant to Provider under this Agreement during the twelve (12) months preceding the claim.

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 law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for any disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, together with exhibits, schedules and the Scope of Work, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether oral or written. Any amendment must be in writing and signed by authorized representatives of both parties.

NOTICES

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